Agence MMCréation - Technology, evolution and consulting
CONTRACT FOR THE PROVISION OF SERVICES
Article 1 : DEFINITIONS
Under the terms of the present, each of the expressions mentioned below will have the meaning attributed to it below, namely:
MM CREATION: refers to the company MM CREATION SARL with a capital of 38,112.00 euros, whose registered office is located at 32, avenue Wagram, 75008 Paris, France, RCS Paris B 339 237 992, Code APE 722 A.
CUSTOMER: means any individual or legal entity that signs an order form in paper or electronic format.
SERVICES: shall designate all the 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. The fact that the NETWORK is internal, local, public, private or other is without influence here; this term covers both intranet and Internet networks. INTERNET: set of networks of all sizes interconnected by the IP protocol
WEBSITE: structured set of pages in ".html" or ".php" format, composed of textual, graphic, photographic, audio or video elements in standardized formats.
WEB SPACE: means the storage space allocated by a SUPPLIER for the hosting of each CUSTOMER's WEBSITE.
PUBLICATION: refers to the act of transferring the CUSTOMER'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 modalities according to which MM CREATION provides the SERVICES to its CLIENT. All the characteristics of these SERVICES. The order forms, in paper or electronic format, are 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 subscribed 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: CONDITION OF USE OF SERVICES
Studies: any study, report, information, estimate, specifications, whether in return for payment or free of charge, carried out by MM CREATION with the aim of providing SERVICES to the CLIENT, remains the exclusive property of MM CREATION. The CUSTOMER undertakes not to pass on this information to third parties, nor 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 CUSTOMER is the owner of the domain name reserved for him, MM CREATION acting only as a technical intermediary with the naming organizations. The general sales conditions of these organizations 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 acknowledges to register and use the domain name in accordance with the legislation in force and the legal rights of third parties. The CUSTOMER agrees to indemnify, defend and hold harmless the company MM CREATION, against all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising from or in connection with the registration of the domain name of the CUSTOMER or the use by the CUSTOMER of the domain name. The technical transfer of the CUSTOMER's domain name to another naming and hosting organization will be billed at a flat rate.
Website: Through its human, material and software resources, MM CREATION commits to technical services that will be carried out according to the technical specifications defined with the CUSTOMER (graphic charter, respect for the layout of texts and images, data entry, programming of the site, database management...) in the order form. The CUSTOMER agrees to communicate to MM CREATION all the necessary elements and to cooperate for an optimal realization of the site. Before the site is put online on the public Internet network, MM CREATION will validate with the client the design of the site that can be consulted either by paper printout or by specific access on the Internet network. The CUSTOMER then has 8 working days to accept the site or to notify its requests for modifications. In the absence of comments, the CUSTOMER is deemed to have accepted the entire site. If not, MM CREATION will proceed with the modifications according to the CLIENT's instructions in conformity with the initial order. The site will then be deemed accepted.
The site designed by MM CREATION constitutes a work of the mind 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 created for the CLIENT's site, with the exception of the data constituting the site's documentary resources provided by the CLIENT, which it holds 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 owner of the rights to use software allowing 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. At the end of this contract, the CUSTOMER undertakes not to infringe, directly or indirectly or through third parties, any of the rights of ownership and use of MM CREATION. The CUSTOMER has total freedom as to the content of the WEBSITE in compliance with article 5.
Access to the site manager and modification of the site: the CUSTOMER may be granted access to a site manager in order to update his WEBSITE. MM CREATION undertakes to promote this update by the CUSTOMER in the best possible technical conditions, it being understood that the obligation of MM CREATION is an obligation of means. The codes and passwords necessary for managerial access will be transmitted by MM CREATION to the CUSTOMER when the WEBSITE is PUBLISHED.
Updating of the site entrusted to MM CREATION: updates are carried out within 7 working days from the transmission by email of clear instructions and all the necessary information for its implementation.
A request for modification exceeding the update or constituting a total revision of the site will involve the establishment of an estimate of creation and revaluation of the contract before execution.
Examples of this type of modification: complete change of activity of the CUSTOMER, modification of the navigation, modification of the layout, change of the graphic charter, any modification of a database...
Hosting: the CUSTOMER's WEBSITE will be hosted on its behalf by MM CREATION with SUPPLIERS. The CUSTOMER acknowledges having read the following elements:
- The hosting contract signed by MM CREATION to host the CLIENT's WEBSITE is signed for total availability, 24 hours a day, 7 days a week, and 52 weeks a year. This contract offers sufficient network capacity for the normal flow of traffic. This WEB SPACE is guaranteed without 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 on the SERVICES, it being understood that the obligation of MM CREATION is an obligation of means.
- However, the host will be able to interrupt its services to ensure the repairs and maintenance of the material as well as the correction of the defects of the software. MM CREATION will not be held responsible by the CUSTOMER for any interruption of SERVICES due to the SUPPLIERS.
Use of e-mail: MM CREATION provides in its SERVICES an e-mail service (electronic mail), under the conditions fixed in the order form. The CUSTOMER is responsible for any e-mail sent through these e-mail SERVICES, and acknowledges that he/she is aware of his/her responsibilities as described in Article 5.
Referencing: the contours of the natural referencing SERVICE (SEO) are specified in the order form. MM CREATION can not commit to any specific result, MM CREATION is bound only to an obligation of means.
E-mailing campaigns (electronic mailing by e-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 he sends to MM CREATION. The customer is also responsible for any direct or indirect, material or immaterial damage and harm caused by these campaigns. The CLIENT undertakes to transmit the lists necessary for the realization of these direct mail campaigns in a standard computer format and according to 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 : RESPONSIBILITY OF THE CUSTOMER
Content and updating : The CUSTOMER is solely responsible for the updating and content of its WEBSITE. It is also responsible for any direct or indirect, material or immaterial damage or harm caused by itself (or its employees), to MM CREATION and its SUPPLIERS as a result of the illegal use or otherwise of the hosting servers. In this respect, he undertakes not to keep nominative data without having received authorization from the CNIL (law of 6 January 1978). It undertakes not to propose any hypertext link pointing to sites or pages that do not comply with the legislation. He undertakes not to propose pages, images, texts, videos, sounds or animations that could harm the image of MM CREATION or that do not comply with French legislation. The prohibited themes, contents or subjects are in particular, as a non-limitative title: any infringement of copyright, any infringement of the private life of others; any corruption or attempt at corruption of minors, exploitation of minors, pornographic images of minors, any image, message or pornographic text likely to be read or seen by a minor; use of degrading images of the body of men and women; any insult or defamation; any provocation; any incitement to hatred, violence, racism, suicide and more generally to crime or misdemeanor, any apology for crime or negationist statements. He expressly undertakes to assume responsibility for the texts, images, programs or sounds disseminated by him through MM CREATION.
Property rights: He undertakes to release MM CREATION from all responsibility for the services or information, signs, images, graphics, sounds or any other multimedia data that he 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. The user shall be responsible for any dispute that may arise between the user and any third party. In the event that the responsibility of MM CREATION is nevertheless retained by a judicial authority, he undertakes to compensate MM CREATION for the damage resulting from a fault on his part.
Security and spamming: The CUSTOMER undertakes not to penetrate the computer systems of MM CREATION and its SUPPLIERS, or attempt to do so outside of any normal use. The CUSTOMER declares that he/she is aware of the characteristics and limits 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 own risk.
- Any mass sending of e-mail (electronic mail) without solicitation of the recipients ("spamming"), whether promotional or not, may also be an offence under the French penal code.
e-mail: The CUSTOMER is fully and entirely responsible for the content of the e-mails that he/she sends thanks to 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 in their situation (notably 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 change.
Article 6: RESPONSIBILITY OF MM CREATION
Limitation of responsibility: The parties agree to limit the responsibility 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 responsibility of MM CRETATION under this contract, whatever the basis for its implementation, to the amount invoiced to the CUSTOMER by MM CREATION for the SUBSCRIPTION during the last six (6) months prior to the event. The CUSTOMER 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 consequential damages: in no case, MM CREATION will be held responsible for any indirect damage of the CLIENT and, in particular, damages that would be consecutive to a 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 any damage of an indirect nature, even if MM CREATION has been informed of the possibility of such damages.
Quality of the service: MM CREATION undertakes to carry out the task specified in the order form in accordance with the rules of the art and in the best possible way. The present obligation, is, of convention express, only pure 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 of deadlines, unless specifically agreed. The 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 to the other for the non-performance or delays in the performance of an obligation of this contract that would be due to the fact of the other party following the occurrence of a case of force majeure usually recognized by the jurisprudence. The Parties agree that the failure of the host in the execution of its obligations will constitute a case of force majeure for MM CREATION.
Confidentiality: MM CREATION undertakes to do everything possible to guarantee the confidentiality of information transmitted to it. MM CREATION cannot however be held responsible for possible disclosures on the Internet or to third parties.
Documents transmitted: in no case will 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, contrary to its ethics, good morals or not in conformity with the legislation in force.
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 and this, 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 publicity, liability of any kind whatsoever arising from any product or service sold or offered by the CLIENT, "copyright" or trademark, interruption or defect in the functioning of the SERVICES or for any content submitted or offered by the CLIENT.
Article 7: EFFECTIVE DATE
This contract takes effect upon signature of the order form, in paper or electronic format. In the case of an annual fee, 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 agrees to pay MM CREATION :
- an initial fixed fee, payable at the beginning of the present contract, 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 shall not refuse that the CLIENT's payment of the initial fixed fee be made according to the following modalities:
- 30 % non-refundable deposit at the signature of the purchase order ;
- 70% upon PUBLICATION.
Any other terms and conditions of payment must be specified in the order form.
The rates for these SERVICES are those mentioned in the paper or electronic order form. They are exclusive of tax (HT) and are payable in euros (€). They are payable according to the deadlines mentioned in the order form. Any default or delay in payment will lead, in addition to a fixed increase of 15%, to the immediate suspension of MM CREATION's services, pending regularization by the CLIENT.
The rates do not include access to the INTERNET and the cost of telephone lines. It is the responsibility of the CLIENT to connect to the INTERNET if he/she wishes. 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 a two-month notice period. In case of refusal of this notification, the CLIENT will have, by registered letter with acknowledgement of receipt, to request the termination of this contract before its term, under the conditions of article 9. Failing this, the new rates shall be deemed to be irrevocably accepted and shall be applied to the billing that follows the expiration of the aforementioned period.
Article 9: CANCELLATION
MM CREATION reserves the right to terminate, without formality, by right and without compensation of any kind, the present contract in case of violation of one of the clauses of the previous conditions.
The CUSTOMER shall have the option of terminating all or part of this contract at any time, by registered letter with acknowledgement of receipt, subject to a notice period of two (2) months. Any request for termination by the CUSTOMER must therefore be sent at the latest two (2) months before the anniversary date of the billing of the SUBSCRIPTION linked to the service that the customer wishes to terminate, in order to be accepted by MM CREATION for the current year. If this is not done, the CUSTOMER will automatically owe the annual fixed 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 agrees to continue his/her payment and to pay the costs of reactivating the SERVICE.
Article 10 : MISCELLANEOUS
Article titles: The article titles used herein are for convenience of reference only. They may not be used to interpret the provisions they contain.
Election of domicile: For the execution of this contract, the parties elect respectively domicile, MM CREATION at the address appearing on the order form, the CUSTOMER at the address indicated by his care during the signature of the order form.
Modification of the General Conditions of Sale: These General Terms and Conditions of Sale may be subject to modification. Any modification will be notified to the CUSTOMER by registered letter with acknowledgement of receipt, two (2) months before its effective date. In the absence of a response within this two-month period, the CLIENT will be deemed to have accepted the changes made and they will then come into force. In the event that the CUSTOMER informs MM CREATION of its refusal of the changes 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: The present General Conditions of Sale are governed by French law. In the event of a dispute concerning the interpretation and execution of these terms and conditions, and in the absence of an amicable solution, exclusive jurisdiction is given to the competent courts of Paris.
We are delighted to have you as a CUSTOMER.
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