General terms and conditions of sale

Last updated on March 7, 2022‍

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Article 1 - PRESENTATION

DIGIDOP is an organization providing intellectual services and professional training whose head office is located at 40 rue Saint Placide, 75006 Paris (France). DIGIDOP offers audits, programming and integration of tools, training (face-to-face and distance), operational consulting, design, development and maintenance of websites through a mission contract. All the services DIGIDOP are hereafter referred to as "Technical and commercial proposals DIGIDOP " or "Technical and commercial proposals".

Article 2 - PURPOSE

The present general terms and conditions of sale (hereinafter the "GTC") apply to all technical and commercial proposals DIGIDOP relating to orders placed with DIGIDOP by any professional customer (hereinafter the "Customer"). Placing an order implies the Customer's full and unconditional acceptance of these GTC. Any contrary condition and in particular any general or particular condition opposed by the Customer cannot, except formal and written acceptance of DIGIDOP, prevail on the present GCS and this, whatever the moment when it could have been brought to its knowledge. The fact that DIGIDOP does not prevail at a given time of any of the present CGV cannot be interpreted like being worth renunciation to prevail itself later. The Customer is responsible for the respect of the present GTC by all its employees, servants and agents. The Customer also acknowledges that, prior to any order, he has received sufficient information and advice from DIGIDOP, allowing him to ensure the adequacy of the Service Offer to his needs.

Article 3 - SERVICES INCLUDED IN THE TECHNICAL AND SALES PROPOSALS DIGIDOP

3.1 Audits

DIGIDOP performs website audits to analyze elements related to the technical structure or SEO performance of the site. DIGIDOP relies on these audits to propose a relevant web strategy to the Customer.

The results of the audit are presented either verbally during an interview with the client or in a document given to the client.

3.2 Website design and development

DIGIDOP proposes a service of design and development of Internet site for the Customer, being able for example to include phases of design, model, and development Web. Digidop is for that brought to use tools of third providers.

3.3 Website maintenance

3.3.1 "Dop'Hours" are hours of annual intervention and maintenance on the Customer's website. These hours of at least 2 (two) hours of website management per year, remotely, may include updating the integrated tools, updating the host, solving problems related to the host or the website creation tool used by DIGIDOP, creating new pages, new web animations, modifying texts, visuals, structure or any other element related to the modification of the site.

3.3.2 These "Dop'Heure" can be used for training on one of the tools integrated into the site, the Webflow site creation tool, or digital training on the basics of referencing.

3.3.3 Provided that DIGIDOP takes charge of the Webflow host, website maintenance also includes the administrative management of the technical and IT costs related to the Customer's Internet host (Webflow).

3.3.4 Provided that DIGIDOP takes charge of the Customer's Webflow host, website maintenance also includes the annual invoicing to the Customer of the technical and IT costs related to his Internet host. The proposed customer hosting services are provided by a third party partner.

3.3.5 Provided that DIGIDOP takes charge of the Customer's domain name host, the website maintenance also includes the annual invoicing to the Customer of the technical and IT costs related to its domain name host. The proposed customer hosting services are provided by a third party partner.

3.4 Programming and tool integrations

DIGIDOP offers programming services and integration of additional tools, offered by third party providers, to the client's website.

3.5 Digital training

DIGIDOP offers hours of service for digital training in face-to-face and remote, on one of the tools integrated into the site, on the Webflow site creation tool, or a digital training on the basics of natural referencing. The format of this digital training is by default remote, unless otherwise mentioned in the technical and commercial proposal DIGIDOP.

Article 4 - CONDITIONS OF PERFORMANCE

4.1 Technical costs

The technical, computer and logistical costs related to the execution of the missions of the technical and commercial proposals DIGIDOP (art. 3) are at the expense of the Customer and are in no case included in the fees, unless otherwise indicated in the proposal.

4.2 Cancellation or postponement

4.2.1 The Customer acknowledges and accepts that in order to be taken into account, any postponement or cancellation must be notified to DIGIDOP in writing (e-mail or registered letter).

4.2.2 Cancellation of services, audits, programming and integration of tools, training, operational advice, design, development and maintenance of websites at the initiative of the Customer: the dates are fixed by mutual agreement between DIGIDOP and the Customer before the beginning of the service and are firmly blocked. In case of late cancellation by the Customer of a service session, an audit, a consulting, a programming, an integration of tools of site management or a training programmed jointly during the current month, an indemnity will be due under the following conditions

- cancellation communicated at least 15 working days before the session: 30% of the fees relating to the service will be charged to the Client.

- cancellation communicated less than 15 working days before the session: 50% of the costs relating to the service will be charged to the Client.

4.2.3 The Customer can ask for the postponement of one or more hours of services, audit, advice, programming, integration of tools or training, provided that a written request is sent to DIGIDOP within 15 days before the date of the training session.

4.3 Validity of service hours

The hours of auditing, operational consulting, maintenance, website design and development, programming and tool integration and training services are valid and can be accumulated over a period of three (3) months only.

4.4 Format of service hours

Audit, operational consultancy, maintenance, website design and development, programming and tool integration and training services will be provided remotely, unless otherwise specified in the quote.

4.5 Non-performance of obligations

In the event of non-fulfilment of its obligations following a fortuitous occurence or a case of absolute necessity, DIGIDOP could not be held for person in charge with respect to the Customer. The latter will be informed by e-mail.

4.6 - Termination of services

DIGIDOP may terminate its service at any time under this contract without penalty, if the customer does not follow the terms of this contract, including the unpaid, DIGIDOP reserves the right to charge a reinstatement fee. Customers whose invoices are unpaid beyond 7 days may have their service interrupted, and all files and data from services with these customers may be rendered unusable. This interruption of service does not relieve the customer of the obligation to pay current invoices, only a written request to stop the account will be considered.

Article 5 - EXCLUSIONS‍

The services included in the commercial and technical proposals are limited to the conditions mentioned in article 3 "SERVICES INCLUDED IN THE TECHNICAL AND COMMERCIAL PROPOSALS DIGIDOP ". Excluded from the contract are all services related to:

5.1 The management and the technical and data-processing costs related to the tools integrated by DIGIDOP in the Web site of the customer.

5.2 Management and payment of any other costs related to the customer's site, except for the costs of the website host and domain name host if provided for in the proposal.

Article 6 - DURATION OF TECHNICAL AND COMMERCIAL PROPOSALS DIGIDOP

6.1 Duration of validity of the services of audit, design, development of Internet sites, programming and integration of tools

‍Unlessotherwise specified in the offer, the time for completion of technical and commercial proposals DIGIDOP ( Art. 3) may not exceed 6 months from the date of signature of the offer.

After this period of 6 months, the Customer must conclude a new technical and commercial proposal with DIGIDOP.

6.2 Duration of website maintenance services

The maintenance hours presented in the order form are concluded for a period of 1 year from the date of signature of the parties. These hours will then be renewed by tacit agreement unless one of the parties terminates them at the end of the 1 (one) year period, by giving the other party 3 (three) months' notice by registered letter with acknowledgement of receipt.

6.3 Duration of digital training services

The training hours presented in the order form are valid for a maximum of 6 months unless otherwise specified in the contract.

Article 7 - BILLING AND PAYMENT

For the realization of the technical and commercial proposals DIGIDOP provided for in article 3, DIGIDOP invoices either according to a price per hour of intervention, or at the fixed price. The technical, computer and logistical costs related to the execution of the missions are at the expense of the Customer and are in no case included in the fees, unless otherwise indicated in the proposal.

7.1 Ordering procedures for technical and commercial proposals DIGIDOP

The proposal and the prices indicated by DIGIDOP are valid for one (1) month from the date of sending the purchase order. The technical and commercial proposal shall be deemed accepted upon receipt by DIGIDOP of a purchase order signed by any duly authorized representative of the Customer, within one (1) month from the issuance of said purchase order. The signature of the purchase order and/or the agreement on proposal implies the knowledge and the irrevocable acceptance and without reserve of the present conditions, which can be modified by DIGIDOP at any time, without notice, and without this modification opening right to compensation to the profit of the Customer.

7.2 Invoicing and payment related to technical and commercial proposals DIGIDOP

7.2.1 All prices are in Euros and exclusive of VAT. They will be increased by VAT at the current rate. Any taxes, customs or import duties and bank charges incurred by the method of payment used shall be borne by the Client. The travel costs of the consultant(s) or trainer(s) as well as the costs of room hire, documentation and hire of standard equipment (video projector, software, simulation equipment, etc.) are invoiced in addition to or notified on the technical and commercial proposal.

7.2.2 Payment Unless otherwise agreed, payments shall be made on the following terms:

- Cash payment must be made by the Customer within 30 (thirty) days of the invoice date;

- payment is accepted by bank transfer (to the order of DIGIDOP whose bank details appear on the Order Form, and accompanied by the order references);

- No discount will be applied in case of payment before the due date, unless otherwise indicated on the invoice.

Any sum not paid at the due date involves automatically and without preliminary setting in residence, the application of penalties of an amount equal to one and a half times the legal rate of interest, envisaged by the law 92-1442 of December 31, 1992, art. 3-1 al. 3. DIGIDOP will have the faculty to suspend the service until complete payment and to obtain the payment by contentious way with the expenses of the Customer without damage of the other damages which could be due to DIGIDOP.

7.3 Billing and payment for website maintenance services

The website maintenance services provided for in Article 3.3 are to be paid by the Customer on an annual basis from the date of signing the purchase order.

These payments are renewed by tacit agreement unless one of the parties terminates them at the end of the 1 (one) year period, by giving the other party 3 (three) months' notice by registered letter with acknowledgement of receipt.

Article 8 - LIMITATIONS OF LIABILITY OF DIGIDOP

8.1 All technical and commercial proposals DIGIDOP

8.1.1 The responsibility for DIGIDOP cannot in no case to be committed for any technical failure of the material, the tools, the solutions, any bad use of the module (s) of formation by a third or any cause foreign to DIGIDOP, in particular because : information, images, sounds, texts, videos contrary to the legislations and regulations in force, contained and/or diffused on the customer's site(s); defective products that the customer has sold through its site(s); violation of intellectual property rights relating to the works diffused, in full or in part, on the customer's site(s); suspension and/or termination of accounts, in particular following non-payment of the sums due to the conservation of the domain names

Whatever the type of services, the responsibility of DIGIDOP is expressly limited to the compensation of the direct damage proved by the Customer. The responsibility of DIGIDOP is limited to the amount of the price paid by the Customer for the concerned service. In no case, the responsibility of DIGIDOP would not know how to be committed for the indirect damage such as loss of accounts, data, file(s), operating loss, commercial loss, loss of profit, damage to the image and to the reputation

8.1.2 DIGIDOP can be indebted of any taxation or other expenses in relation to the purchases made from the customer site. The customer agrees to take full responsibility for all taxes and charges of any kind associated with the products sold.

8.2 In addition to the maintenance of the website

In addition to the limitations of liability set out in Article 8.1, there are specific limitations for website maintenance services.

On condition that DIGIDOP takes charge of the host of the site or the domain name of the Customer, and in the case of the failure of our partner (host), our company commits itself to find and propose you all the possible solutions to remedy it, but DIGIDOP is released from any responsibility as for the consequences of this failure whose causes could not be directly imputable to our company.

Because of the characteristics and limits of Internet, DIGIDOP could not see its responsibility committed for, in particular the difficulties of access to the hosted site because of the saturation of the networks at certain periods; the contamination by virus of the data and/or software of the customer; the malicious intrusions of thirds on the site of the customer; the bad functioning of the equipment or the not know-how of the customer, problems related to the telephone network or Internet and/or in the event of cause beyond control; the possible misappropriations of the passwords, confidential codes, and more generally of any information with sensitive character for the customer.

8.3 Use of accounts

Customer accounts are strictly personal, they are accessible by confidential logins and passwords. The customer is responsible for the use of his logins and passwords, any connection carried out by using these logins and passwords will be considered to have been carried out by the customer. DIGIDOP will not be in any case responsible for the loss, the theft or the diffusion of the logins and passwords.

Article 9 - FORCE MAJEUR

DIGIDOP shall not be held liable to the Customer in the event of non-performance of its obligations resulting from an event of force majeure. Are considered as force majeure or fortuitous event, in addition to those usually recognized by the jurisprudence of the French Courts and Tribunals and without this list being restrictive: illness or accident of a consultant or trainer, strikes or social conflicts internal or external to DIGIDOP, natural disasters, fires, failure to obtain visas, work permits or other permits, laws or regulations subsequently put in place, interruption of telecommunications, interruption of energy supply, interruption of communications or transport of any kind, or any other circumstance beyond the reasonable control of DIGIDOP.

Article 10 - INTELLECTUAL PROPERTY

DIGIDOP is the sole owner of the intellectual property rights of all the trainings it offers to its Clients. To this end, all the contents and teaching aids, whatever the form (paper, electronic, digital, oral, etc.) used by DIGIDOP to provide the training courses, remain the exclusive property of DIGIDOP. As such they cannot be the object of any use, transformation, reproduction, exploitation not expressly authorized within or outside the Customer without express agreement of DIGIDOP. In particular, the Customer shall refrain from using the content of the training courses to train persons other than its own staff and shall incur liability on the basis of Articles L. 122-4 and L. 335-2 et seq. of the Intellectual Property Code in the event of unauthorized transfer or communication of the content. Any reproduction, representation, modification, publication, transmission, denaturation, total or partial of the contents of formations of DIGIDOP, are strictly prohibited, and this whatever the process and the support used. In return for the payment of the corresponding price, the modules are the subject of a personal, non-transferable and non-exclusive right of use for a period limited to one year as from the training dispensation. In any case, DIGIDOP remains owner of its tools, methods and know-how developed before or during the execution of the services at the Customer's.

Article 11 - CONFIDENTIALITY

The parties undertake to keep confidential the information and documents concerning the other party of any nature whatsoever, economic, technical or commercial, to which they could have access during the execution of the contract or at the time of the exchanges intervened before the conclusion of the contract, in particular the whole of the information appearing in the commercial and financial proposal transmitted by DIGIDOP to the Customer. DIGIDOP undertakes not to communicate to third parties other than its affiliated companies, partners or suppliers, the information transmitted by the Customer, including the information concerning the Users

12 - COMMUNICATION

The Customer agrees to be quoted by DIGIDOP as a customer of its technical and commercial proposals, at the expense of DIGIDOP. Subject to the respect of the provisions of article 11, DIGIDOP can mention the name of the Customer as well as an objective description of the nature of the services, object of the contract, in its lists of references and proposals to the attention of its prospects and its customers, talks with third parties, communications to its personnel, internal documents of provisional management, annual report to the shareholders, in a portfolio and on its Internet site as well as in the event of legal, lawful or accounting provisions requiring it.

13 PROTECTION OF PERSONAL DATA

The Customer undertakes to inform each User that :
- personal data concerning him/her is collected and processed for the purpose of improving the offer DIGIDOP and monitoring the validation of the service carried out in accordance with the order
- the connection, the training course and the monitoring of the User's achievements are data accessible to its services;
- in accordance with the law n° 78-17 of January 6, 1978, the User has a right of access, of modification, of correction of the personal data concerning him and that to this end, a request on line specifying the identity and the electronic address of the applicant can be addressed to DIGIDOP. The Customer is responsible for the conservation and the confidentiality of all the data which concern the User and to which he will have had access.

DIGIDOP will keep, for its part, the data related to the evaluation of the knowledge acquired by the user, for a period not exceeding the time necessary to assess the training.

In the context of certain services, in particular for website maintenance services

14 APPLICABLE LAW - JURISDICTION

The present general conditions are governed by French law. In the event of litigation arising between the Customer and DIGIDOP at the time of the execution of the contract, it will be sought a friendly solution and, failing that, the regulation will be the competence of the Commercial court of PARIS.