General terms and conditions of sale
CONTRACT FOR THE PROVISION OF SERVICES
Article 1: DEFINITIONS
Under the terms hereof, each of the expressions mentioned below shall have the meaning attributed to it hereinafter, namely:
MM CREATION: refers to the company MM CREATION SAS with capital of 38,112.00 euros, whose registered office is at 49, rue de Ponthieu, 75008 Paris, France, RCS Paris B 339 237 992, Code APE 722 A.
CUSTOMER: refers to any natural or legal person who signs an order form in paper or electronic format.
SERVICES: refers to all services of any kind provided by MM CREATION on behalf of the CLIENT.
SUBSCRIPTION: refers to the services provided on a regular basis by MM CREATION to a CLIENT in return for periodic billing.
SUPPLIER: refers to any natural or legal person with whom MM CREATION signs any contract whose purpose is related to or derives from the SERVICES.
NETWORK: a set of installations ensuring either the transmission or the transmission and routing between the termination points of this network of data or telecommunications signals as well as the exchange of associated control and management information. Whether the NETWORK is internal, local, public, private or other is irrelevant; the term covers both intranet and Internet networks.
INTERNET: a set of networks of all sizes interconnected by the IP protocol
WEBSITE: structured set of pages in ".html" or ".php" format, consisting of textual, graphic, photographic, audio or video elements in standardised formats.
WEB SPACE: refers to the storage space allocated by a SUPPLIER for hosting each CUSTOMER WEBSITE.
PUBLICATION: refers to the action of transferring the CLIENT's WEBSITE to a WEB SPACE. PUBLICATION refers to delivery.
Article 2: PURPOSE
The purpose of this contract is to define the terms and conditions as well as the procedures according to which MM CREATION provides the SERVICES to its CLIENT. All of the characteristics of these SERVICES. The order forms, in paper or electronic format, form an integral part of this contract. Any order for one or more SERVICES from MM CREATION implies the CLIENT's acceptance of this contract.
Article 3: DURATION
The present contract is signed for a period of one year from the date it takes effect as defined in article 7 below. It will be renewed by tacit agreement in accordance with the provisions of Article 8 below. It may be terminated by either party in accordance with the provisions of Article 9 below.
Article 4: CONDITIONS OF USE OF SERVICES
Studies: all studies, reports, information, estimates, specifications, whether in return for payment or free of charge, carried out by MM CREATION with the aim of providing SERVICES to the CLIENT, remain the exclusive property of MM CREATION. The CLIENT undertakes not to transmit this information to third parties, and not to use this information for any purpose whatsoever. MM CREATION undertakes to respect the confidentiality of all this information and any data transmitted to it by the CLIENT.
Domain name: the CLIENT is the owner of the domain name reserved for it, MM CREATION only acting as a technical intermediary with the naming organisations. The general terms and conditions of sale of these organisations therefore apply. Furthermore, MM CREATION cannot be held responsible for the non-availability of a domain name ordered, as this does not automatically cancel the other SERVICES ordered. The CUSTOMER agrees to register and use the domain name in accordance with current legislation and the legal rights of third parties. The CLIENT undertakes to indemnify, defend and hold MM CREATION harmless against all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from or in connection with the registration of the CLIENT's domain name or the CLIENT's use of the domain name. The technical transfer of the CUSTOMER's domain name to another naming and hosting organisation will be invoiced on a flat-rate basis.
Website: Through its human, hardware and software resources, MM CREATION undertakes to provide technical services which will be carried out in accordance with the technical specifications defined with the CUSTOMER (graphic charter, respect for the layout of texts and images, data entry, site programming, database management, etc.) in the order form. The CUSTOMER undertakes to provide MM CREATION with all the necessary elements and to co-operate in order to ensure the optimal creation of the site. Before the site is put on line on the public Internet network, MM CREATION will have the client validate the design of the site which can be consulted either in hard copy or by specific access on the Internet network. The CUSTOMER then has 8 working days to accept the site or notify any requests for modifications. In the absence of any comments, the CUSTOMER is deemed to have accepted the site in its entirety. If this is not the case, MM CREATION will proceed with the modifications according to the CUSTOMER's instructions in conformity with the initial order. The site will then be deemed to have been accepted.
The site designed by MM CREATION constitutes an intellectual work protected by the provisions of the intellectual property code and the European directive. MM CREATION is the sole holder of the intellectual property rights relating to all the elements it has designed and produced for the CLIENT's site, with the exception of the data constituting the documentary resources of the site supplied by the CLIENT, of which it is the holder or for which it has acquired the rights from third parties. The present contract implies the granting of rights of use on these elements to the benefit of the CUSTOMER after full payment of the sums due for the creation of the site and the services.
MM CREATION is the holder of rights to use software enabling the creation of websites, rights provided for by the legislation in force, in particular the Intellectual Property Code. MM CREATION grants the CUSTOMER, for the duration defined in article 3, the rights to use the computer codes derived from this software, and any other element contributing to the proper functioning of the WEBSITE. These rights of use granted to the CUSTOMER do not entail any transfer of ownership to the CUSTOMER. On expiry of this contract, the CUSTOMER undertakes not to infringe, directly or indirectly or through the intermediary of third parties, any of MM CREATION's rights of ownership and use. The CUSTOMER has complete freedom with regard to the content of the WEBSITE in compliance with article 5.
Site manager access and modification: the CLIENT may be granted access to a site manager in order to update its WEBSITE. MM CREATION undertakes to facilitate this update by the CUSTOMER under the best possible technical conditions, it being understood that MM CREATION's obligation is an obligation of means. The codes and passwords necessary for managerial access will be sent by MM CREATION to the CLIENT when the WEBSITE is PUBLISHED.
Updating the site entrusted to MM CREATION: When the sits are implemented on the H.api V2 platform, the CLIENT is trained to be autonomous in its updates. If the CUSTOMER needs help, they can call on support (up to a limit of 5 hours per year). Updates are carried out within 7 working days from the date on which clear instructions and all the necessary documents are sent by email.
A request for a modification that goes beyond an update or constitutes a complete overhaul of the site will result in a quotation being drawn up for the creation and re-evaluation of the contract prior to execution.
Examples of this type of modification: complete change of the CUSTOMER's activity, modification of the navigation, modification of the layout, change of the graphic charter, any modification of a database, etc.
Hosting: the CUSTOMER'S WEBSITE will be hosted on its behalf by MM CREATION with SUPPLIERS. The CUSTOMER acknowledges having read and understood the following:
- The hosting contract taken out by MM CREATION to host the CLIENT's WEBSITE is taken out for total availability, 24 hours a day, 7 days a week, and 52 weeks a year. This contract provides sufficient network capacity for the normal flow of traffic. This WEB SPACE is guaranteed to be free of advertising.
- However, as this traffic is random, the CUSTOMER declares that he/she is fully aware of the characteristics and limits of the INTERNET, and in particular the possible saturation of the NETWORK at certain periods, and accepts the consequences for the SERVICES, it being understood that MM CREATION's obligation is an obligation of means.
- However, the host may interrupt its services to ensure repairs and maintenance of the equipment as well as the correction of software faults. MM CREATION will not be held responsible by the CLIENT for any interruption to SERVICES due to the SUPPLIERS.
Use of e-mail: MM CREATION provides an e-mail service as part of its SERVICES, under the conditions set out in the order form. The CUSTOMER is responsible for any e-mail sent using these e-mail SERVICES, and acknowledges that he/she is aware of his/her responsibilities as described in article 5.
Referencing: the scope of the natural referencing SERVICE (SEO) is specified in the order form. MM CREATION cannot commit itself to any precise result, MM CREATION is only bound by an obligation of means.
E-mailing campaigns (electronic mailing by electronic mail): MM CREATION undertakes not to keep any written or electronic trace of the lists provided by the CLIENT for these campaigns. The CUSTOMER is solely responsible for the legality and validity of the lists it sends to MM CREATION. The CUSTOMER is also responsible for direct or indirect, material or immaterial damage and prejudice caused by these campaigns. The CUSTOMER undertakes to transmit the lists required to carry out these direct mail campaigns in a standard computer format and in accordance with the technical constraints indicated by MM CREATION and respecting the deadlines indicated. Failing this, the campaign will be cancelled, and the deposit paid at the time of the order will be retained by MM CREATION without formality and without compensation of any kind on the part of either party.
Article 5: CUSTOMER LIABILITY
Content and updating: The CUSTOMER is solely responsible for the updating and content of its WEBSITE. The CUSTOMER is also responsible for any direct or indirect, material or immaterial damage or prejudice caused by itself (or its employees), MM CREATION and its SUPPLIERS as a result of the illegal or unlawful use of the hosting servers. In this respect, he/she undertakes not to keep any nominative data without having received authorisation from the CNIL (law of 6 January 1978). It undertakes not to provide hypertext links to sites or pages that do not comply with legislation. He/she undertakes not to propose pages, images, texts, videos, sounds or animations which may harm the image of MM CREATION or which do not comply with French legislation. Prohibited themes, content or subjects include, but are not limited to: any infringement of copyright, any infringement of the privacy of others; any corruption or attempted corruption of minors, exploitation of minors, pornographic images of minors, any pornographic image, message or text likely to be read or seen by a minor; use of degrading images of the male or female body; any insult or defamation; any provocation; any incitement to hatred, violence, racism, suicide and more generally to crime or offence, any apology for crime or negationist statements. He expressly undertakes to assume responsibility for the texts, images, programmes or sounds distributed by him via MM CREATION.
Our cloud model has enabled us to implement RGPD management as soon as the law came into force on 25 May 2018. All internal or external scripts are subject to acceptance of our RGPD module. The CUSTOMER is solely responsible for the non-compliance of its site with the RGPD.
Property rights: The CUSTOMER undertakes to relieve MM CREATION of all responsibility with regard to the services or information, signs, images, graphics, sounds or any other multimedia data that it makes available to users. In particular, it will be solely responsible for any direct or indirect material or physical damage caused by the use of the SERVICES. It shall be responsible for any dispute that may arise between itself and any third party to these terms and conditions. In the event that the responsibility of MM CREATION is nevertheless retained by a judicial authority, he undertakes to compensate MM CREATION for any loss resulting from a fault on his part.
Security and spamming: The CLIENT undertakes not to penetrate the computer systems of MM CREATION and its SUPPLIERS, or attempt to do so outside of normal use. The CUSTOMER declares that he/she is aware of the characteristics and limitations of the INTERNET as described below:
- Data circulating on the INTERNET is not protected against possible misuse. Thus, the communication of passwords, confidential codes and, more generally, any information of a sensitive nature is carried out by the CUSTOMER at his/her own risk.
- Any mass sending of e-mail without soliciting the recipients ("spamming"), whether promotional or not, may also constitute an offence under the French penal code.
- Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 known as the "General Data Protection Regulation" (hereinafter "GDPR");
- The French Data Protection Act no. 78-17 of 6 January 1978 as amended;
- Any legislation coming into force that may affect the Processing covered by this agreement;
- Any guide to good practice published by the competent regulatory authorities or the European Data Protection Committee.
E-mail: The CUSTOMER is fully and entirely responsible for the content of the e-mails they send using the SERVICES provided by MM CREATION.
Information : The CUSTOMER undertakes to maintain a valid postal address. The CUSTOMER undertakes to inform MM CREATION of any change concerning their situation (in particular change of address, change of bank details). MM CREATION cannot be held responsible for the consequences that the CUSTOMER and/or third parties may suffer in the event that the CUSTOMER has failed to notify MM CREATION of any modification whatsoever.
Article 6: LIABILITY OF MM CREATION
Limitation of liability: The parties agree to limit the liability of MM CREATION under this contract, whatever the basis for its implementation, to the amount invoiced to the CLIENT by MM CREATION for the SERVICES. For SUBSCRIPTIONS the parties agree to limit the liability of MM CRETATION under this contract, whatever the basis for its implementation, to the amount invoiced to the CLIENT by MM CRETATION for the SUBSCRIPTION over the last six (6) months prior to the event giving rise to it. The CLIENT acknowledges that the price of the SERVICES is partly based on these limitations and that MM CREATION would not have concluded this contract without this limitation of liability.
Non-repairability for indirect damage : under no circumstances will MM CREATION be held responsible for any indirect damage suffered by the CLIENT and, in particular, for damage resulting from loss of data, income, clientele, damage to image or reputation, loss of opportunity, loss of orders, interruption of activity, or replacement costs and more generally for any damage of an indirect nature, even if MM CREATION has been informed of the possibility of such damage.
Quality of service: MM CREATION undertakes to carry out the task specified in the order form, in accordance with the rules of the trade and in the best possible manner. The present obligation is, by express agreement, purely an obligation of means.
Delivery times: MM CREATION undertakes to do everything in its power to carry out the SERVICES ordered by the CLIENT, but does not undertake any obligation as to deadlines, unless specifically agreed otherwise. PUBLICATION by MM CREATION of the WEBSITE is dependent in particular on the CLIENT providing the information necessary to carry out the order.
Force majeure: Neither of the two parties will be held responsible towards the other for non-performance or delays in the performance of an obligation of this contract which would be due to the act of the other party following the occurrence of a case of force majeure usually recognised by jurisprudence. The parties agree that the failure of the host to carry out its obligations will constitute a case of force majeure for MM CREATION.
Confidentiality: MM CREATION undertakes to make every effort to guarantee the confidentiality of information transmitted to it. MM CREATION cannot however be held responsible for any disclosures made on the Internet or to third parties.
Documents transmitted: under no circumstances can MM CREATION be held responsible for the loss of documents required to carry out the SERVICES ordered. The CLIENT is obliged to send only copies or documents with no replacement value.
Ethics: MM CREATION reserves the right to refuse any document, text or image which is contrary to its ethics, morality or which does not comply with current legislation.
Security: MM CREATION cannot be held responsible in the event of malicious ́introduction to the CUSTOMER'S WEB SPACE or for hacking into the CUSTOMER's electronic mailboxes, despite all the security measures taken by MM CREATION and its SUPPLIERS.
Indemnity: The CLIENT agrees to defend, guarantee and indemnify MM CREATION against any loss, damage or claim relating to the ́use of the SERVICES provided by MM CREATION to the CLIENT under the terms hereof, including but not limited to: any false advertising, liability of any nature whatsoever arising from any product or service sold or offered by the CLIENT, "copyright" or registered trademark, interruption or malfunction of the SERVICES or for any content submitted or offered by the CLIENT.
Article 7: TAKING EFFECT
This contract takes effect upon signature of the order form, in paper or electronic format. In the case of an annual instalment, the reference date will be the date of issue of the invoice.
Article 8: FINANCIAL CONDITIONS, TERMS OF PAYMENT
In return for the SERVICES provided, the CUSTOMER undertakes to pay MM CREATION :
- an initial fixed fee, payable when the present contract takes effect, the amount of which is specified in the order form;
- an annual fixed fee, payable on the anniversary dates of the PUBLICATION, the amount of which is specified in the order form (if applicable);
- any amount due in return for optional SERVICES, the characteristics and amount of which are mentioned on the order form.
MM CREATION will not be able to refuse payment by the CUSTOMER of the initial fixed fee in accordance with the following terms :
- 40% non-refundable deposit on signature of the order form or quotation;
- 60% on PUBLICATION.
Any other payment terms and conditions must be specified in the order form or quotation.
The prices for these SERVICES are those stated on the order form or the paper or electronic quote. They are exclusive of tax (HT) and are payable in euros (€). They are payable according to the due dates indicated on the order form or quotation. In the event of late payment by the debtor, the latter shall be liable for a flat-rate indemnity for collection costs of €40, to be paid by the debtor (art. L.441-10 II and D. 441-5 of the French Commercial Code). Any default or delay in payment will lead, in addition to this fixed indemnity of 40 euros, to the immediate suspension of MM CREATION's Services, pending regularisation by the CLIENT.
The rates do not include access to the INTERNET and the cost of telephone lines. It is the CLIENT's responsibility to connect to the INTERNET if they so wish. MM CREATION cannot be held responsible for the quality of the line offered by the INTERNET access provider.
MM CREATION reserves the right to modify its prices at any time subject to two months' notice. In the event of refusal of this notification, the CLIENT must, by registered letter with acknowledgement of receipt, request the termination of this contract before its term, under the conditions of article 9. Failing this, the new rates will be deemed to have been irrevocably accepted and will be applied to the invoicing that follows the expiry of the aforementioned period.
Article 9: CANCELLATION
MM CREATION reserves the right to terminate, without formality, automatically and without compensation of any kind, this contract in the event of a breach of one of the clauses of the previous conditions.
The CUSTOMER has the right to terminate all or part of this contract at any time, by registered letter with acknowledgement of receipt, subject to a notice period of three (3) months. Any request for cancellation by the CUSTOMER must therefore be sent no later than three (3) months before the anniversary date of the invoicing of the SUBSCRIPTION linked to the service that the customer wishes to cancel, in order to be accepted by MM CREATION for the current year. Failing this, the CUSTOMER will automatically owe the fixed annual fee and the amount of the optional SERVICES due for the following year.
It should be noted that SUBSCRIPTIONS cannot be suspended, so if the CUSTOMER wishes to temporarily deactivate A SERVICE, he/she undertakes to continue payment and to pay the costs of reactivating the SERVICE.
Article 10: MISCELLANEOUS
Article headings: The article headings used herein are for convenience of reference only. They may not be used to interpret the provisions they contain.
Election of domicile: For the performance of this contract, the parties respectively elect domicile, MM CREATION at the address appearing on the order form or on the quotation, the CUSTOMER at the address indicated by him/her when signing the order form.
Modification of the General Conditions of Sale: These General Terms and Conditions of Sale may be modified. Any modification will be notified to the CUSTOMER by e-mail two (2) months before it comes into force. In the absence of a response within this two-month period, the CUSTOMER will be deemed to have accepted the modifications and they will then come into force. In the event that the CLIENT informs MM CREATION of its refusal of the modifications made, this refusal will result in notification of termination of this contract in the sense and under the conditions of article 9 above.
Applicable law and litigation: These General Conditions of Sale are governed by French law. In the event of a dispute concerning the interpretation and performance of these terms and conditions, and in the absence of an amicable solution, the competent courts of Paris shall have exclusive jurisdiction.
We are delighted to have you as a CUSTOMER.
