These general terms and conditions apply to all consulting, creative, communication, event planning, and advertising services provided by AUTOUR DE L’IMAGE SAS. By ordering a service, the Client agrees to comply fully and unreservedly with these General Terms and Conditions.
AUTOUR DE L’IMAGE or AGENCE refers to the simplified joint stock company AUTOUR DE L’IMAGE.
The CLIENT is defined as the individual or legal entity that signs the purchase order or quote, or that has placed its order in writing.
The list of work requested from AUTOUR DE L’IMAGE SAS by the Client prior to any work being carried out is referred to as the SPECIFICATIONS.
The term SERVICES refers to all services made available to the Client by the agency, namely:
These general terms and conditions of sale are available for consultation on the webwww.autourdeliamge.com/conditions-generales-de-vente. Consequently, Customers who contact the agency are deemed to have read and accepted these general terms and conditions of sale. Quotes include a link allowing the general terms and conditions of sale to be consulted on the agency's website. The general terms and conditions of sale constitute the legal basis for all our contracts. They override any contrary clauses, whether printed or not, proposed by the Customer or taken as the basis for drafting their order, unless they have been explicitly accepted by the agency. By signing a quote, signing a contract, or using a service, the Customer declares that they have read these general and specific terms and conditions, where applicable, and accepts all the provisions and rules established without any reservation or guarantee other than those stipulated above.
Unless otherwise agreed, AUTOUR DE L’IMAGE SAS is only bound by its customers' orders subject to payment of a deposit of 50% of the total amount of the quote that has been drawn up. Orders will only be taken into account upon return of the "Order Form" or quote and the corresponding specifications, dated, signed and preceded by the words "Good for agreement" and/or "read and approved" by the Customer, the signatures implying acceptance of the terms of the quote and validation of the specifications. All raw materials and documents entrusted by the Customer, as well as the work or services performed by AUTOUR DE L'IMAGE SAS, constitute a guarantee of payment. In any event, these items may be retained or suspended in the event of non-compliance with an obligation on the part of the Client. The benefit of the order is personal to the Client and may not be transferred to a third party without the authorization of AUTOUR DE L'IMAGE SAS.
Any changes to an order must be made in the same manner as the initial order. Any cancellation of the order shall entitle AUTOUR DE L'IMAGE SAS to retain the deposit paid without prejudice to any additional compensation that the agency may claim in court as a result of such cancellation.
AUTOUR DE L’IMAGE SAS is authorized, unless otherwise specified in writing by the client, to subcontract all or part of the work ordered by the client.
The sale price is expressed in euros excluding taxes.
Invoices are payable upon receipt, unless otherwise agreed. In the event of non-payment by the due date, AUTOUR DE L’IMAGE SAS reserves the right to issue a formal notice to the buyer to pay the invoiced amount and to apply the applicable legal interest rate. Any amount not paid on time, any delay in payment, or any unpaid amount (in the event of the bank returning payment instruments for non-payment) owed by the Customer will result in the immediate suspension of services until the situation is rectified. This suspension shall not constitute grounds for liability on the part of AUTOUR DE L’IMAGE SAS. AUTOUR DE L'IMAGE SAS reserves all intellectual and property rights over its production until full payment of invoices. Payment is made upon actual receipt of the price; the delivery of a bill of exchange or any other document creating an obligation to pay does not constitute payment in full. Failing this, all documents must be returned to the company without delay or will be deleted from public or private servers connected to the Internet. In the event of a payment delay exceeding two months, AUTOUR DE L'IMAGE SAS reserves the right to take legal action. The Customer may not claim compensation from AUTOUR DE L'IMAGE SAS as a result of the suspension of its services following a payment incident.
Quotes from AUTOUR DE L’IMAGE SAS are free of charge. Projects submitted must be returned to us in their entirety (digital and paper documents) if they are not selected and remain the property of AUTOUR DE L’IMAGE SAS.
Autour de l’Image SAS undertakes, for the duration of the order, as defined by the signed order form or quote, not to disclose any confidential information communicated to it by the Customer.
Autour de l’Image SAS remains the sole owner of its copyrights resulting from its services. The use of creations and services is carried out in accordance with the provisions of the order placed and the legal and regulatory provisions in force at the time of signing the contract. Any use of the creation not provided for in this contract must be subject to express prior authorization and remuneration to be agreed upon. Technical costs inherent in the delivery of source material may also be applied. The company's identifying elements, in particular the logo, acronym, brand, and packaging, must be the subject of a separate agreement setting out the terms and conditions for the transfer of rights and the remuneration for such transfer. With regard to third-party rights (copyright, related rights), these rights are negotiated by Autour de l'Image SAS in agreement with the Client according to the requirements of the services provided, and invoiced to the Client. In the event that uses other than those initially planned are envisaged, Autour de l'Image SAS will endeavor to negotiate with the third party with a view to acquiring the rights necessary for such uses. In return, the Client undertakes to report any use not initially provided for in the order. The transfer granted above does not cover the rights of individuals (image rights, personality rights related to natural persons or legal entities, for the occasional production of specific contributions such as photography, illustration, video). These rights are negotiated by Autour de l'Image SAS in agreement with the Client according to the requirements of the services provided and invoiced to the Client. Autour de l'Image SAS will inform the Client of the amount and limits of the rights acquired. The Client guarantees that any document communicated to AUTOUR DE L'IMAGE SAS by them, their assistants and/or their representatives is free of any copyright belonging to a third party that would prohibit the performance of the services promised by AUTOUR DE L'IMAGE SAS. The Client irrevocably undertakes to pay, in its capacity as guarantor, any damages that may be claimed from AUTOUR DE L'IMAGE SAS for the infringement of a third party's copyright as a result of the performance of the services or work accepted by the Client. The Client expressly authorizes AUTOUR DE L'IMAGE SAS to, in particular, rework, retouch, and modify all documents provided by the Client, as well as to make reproductions for the purposes of fulfilling the order. The Client undertakes to notify AUTOUR DE L'IMAGE SAS of any infringement of the aforementioned copyrights as soon as it becomes aware of them.
Unless otherwise agreed in writing, AUTOUR DE L’IMAGE SAS is not required to retain working documents, regardless of the medium (including data, negatives, models, texts, translations, films, compositions, proofs, and materials used to perform the work). For technical security reasons, this release shall only take effect 10 days after delivery of the goods. In the event of an agreement regarding storage, the costs of archiving, further processing, formatting, and editing shall be borne by the customer. However, due to the fragility of certain documents, such as negatives, AUTOUR DE L’IMAGE SAS shall not be held liable for any damage they may suffer.
The Client expressly authorizes AUTOUR DE L’IMAGE SAS to use its name and the products or services developed on its behalf for commercial purposes.
The Customer shall provide Autour de l’Image SAS, on a confidential basis, with all the information it is able to supply and which is necessary for understanding the products and services covered by the order and their markets. The Customer shall indemnify Autour de l’Image SAS against any consequences of any action arising from the information provided by the Customer about its products or services. The Customer is therefore responsible for the information it provides to Autour de l’Image SAS, in particular regarding the name, composition, qualities, and performance of the product or service covered by the order. The Customer is also responsible for complying with the specific legislation applicable to its business. Consequently, Autour de l'Image SAS cannot under any circumstances be held liable for projects it has submitted to the Customer and for which it has obtained the Customer's agreement, particularly in the event of liability proceedings. The Customer guarantees AUTOUR DE L'IMAGE SAS and will act on its behalf in the event of legal action and/or conviction that the latter may have to bear as a result of the Customer's failure to comply with these various declaration obligations, notwithstanding compensation for the entire loss suffered by AUTOUR DE L'IMAGE SAS.
Autour de l’Image SAS must not fail in its duty to provide advice. Autour de l’Image SAS shall ensure compliance with advertising regulations in relation to the campaigns and materials it designs and distributes on behalf of the Client. Autour de l’Image SAS cannot be held liable for any decision taken by the Client or any third party designated by the Client. AUTOUR DE L’IMAGE SAS undertakes to perform its obligations with all the care customary in its profession and to comply with current best practices. The Client may only hold AUTOUR DE L'IMAGE SAS liable by proving wrongful conduct, it being understood that this liability is expressly limited to foreseeable and direct damages and may not exceed the total cost of the service that caused the damage. Any action for compensation must be brought within 15 days of the damaging event. AUTOUR DE L'IMAGE SAS cannot be held liable in cases of force majeure.
The Customer shall not hold AUTOUR DE L’IMAGE SAS liable or terminate its commitment in the event of force majeure. Force majeure refers to any event that makes it impossible or significantly more difficult to fulfill an obligation due to the unpredictable, unavoidable, or external nature of the event, these three criteria being alternative, such as strikes, power outages, telecommunications and computer network blockages (including connected telecommunications operator networks), breakdown of the dedicated connection, etc.
The fact that one of the parties has not demanded the application of all or part of the commitments provided for in these terms and conditions, whether permanently or temporarily, shall not constitute a modification of said terms and conditions or establish any right whatsoever on the other party. If any provision of these terms and conditions is found to be invalid under any rule of law, applicable law, or court decision, it shall be deemed unwritten and shall not invalidate the contract.
This contract is governed by French law. The parties shall seek, prior to any legal proceedings, an amicable solution to any disputes that may arise. In the absence of an amicable solution, any dispute arising from the performance or termination of this agreement shall be submitted to the exclusive jurisdiction of the courts of Paris. This clause shall apply even in the event of summary proceedings, incidental claims or multiple defendants, and regardless of the method and terms of payment.
Paris, June 18, 2018 – © Autour de l’Image SAS
