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Terms of Sales

These Terms of Sales apply to all services, consulting, creation, communication, event organization, advertising, and product delivery developed by PROOFGENT (SIRET 80761958000010).

The Terms of Sales are available on the website proofgent.com and are available to any CUSTOMER upon request. A link to the Terms of Sales on the website is included in the quote.

ART. 1 – PURPOSE AND SCOPE OF APPLICATION

These Terms of Sales detail the rights and obligations of the PROOFGENT agency and its clients.

Subject to specific conditions stipulated in the quote, any acceptance of a quote for a service provided by PROOFGENT by the CLIENT implies their full and unreserved acceptance of these Terms of Sales. The CLIENT declares and acknowledges that they have full knowledge of them and therefore waives the right to rely on any contradictory document, including, in particular, their own general terms and conditions of sale or purchase, which are unenforceable against PROOFGENT.

ART. 2 – SERVICES

PROOFGENT supports its clients in managing their communication needs from conception to distribution:

  • Visual identity (design, evolution, etc.)
  • Digital (web design, ergonomics, responsive development, SEO consulting, newsletters, motion design, video, etc.)
  • Print (art direction, execution, illustration, computer graphics, photography, printing, routing, etc.)
  • Scenography (stand creation, space planning, signage, 3D design and production, interior design, etc.)

ART. 3 DURATION AND EFFECTIVE DATE

The duration of the services is defined in the quote or contract.
Unless otherwise stipulated, the contract will only take effect after receipt of the quote accepted by the CLIENT (a quote signed and dated with the words “Good for agreement” by the legally responsible person and the commercial stamp) and payment of a deposit of 30% of the total price stated in the quote.
If the signed quote and/or the deposit are not received, no services will be commenced, and PROOFGENT reserves the right to cancel the proposal.

ART. 4 – QUOTES AND ORDERS

By confirming any order, the CLIENT acknowledges having verified the suitability of the proposed service for their needs and having received all necessary information and advice from PROOFGENT.

The services provided are only those listed in the quote. No changes will be made after the quote has been confirmed.
Any services not mentioned or changes requested by the CLIENT will be subject to an additional quote (changes to the text or layout, etc.) and a price adjustment. Corrections beyond the number of round trips mentioned in the quote will be billed based on the time spent at the hourly rate stipulated in the quote.

In the event of cancellation of the order by the CLIENT, for any reason whatsoever except in the event of force majeure (see Article 13), the deposit paid at the time of the order will be automatically retained by PROOFGENT and will not be refunded.

ART. 5 – READY TO PRINT

The Proof or plotter, signed by the CLIENT (paper or email), releases PROOFGENT from liability, subject to corrections made to the Proof and constitutes acceptance of the printing or production as is.
Any reprinting or new production caused by anomalies or errors not reported by the CLIENT will be entirely at the CLIENT’s expense.

ART. 6 – PRICES

Prices are those stipulated in the quote and are valid for a period of one month from the date of issue.
They are quoted in euros and calculated excluding taxes. Consequently, they will be increased by the VAT rate and any shipping costs applicable on the date of the order.
The price of the service cannot be renegotiated under any circumstances after the service has been completed.

ART. 7 – FINANCIAL CONDITIONS, REGULATIONS AND PAYMENT TERMS

Payment of invoices is due no later than 30 days following the date of receipt of the invoice, unless an additional period is agreed to by PROOFGENT.
Payment is made by check or bank transfer, where applicable, according to a schedule set out in the specific terms and conditions of the quote. No discount will be granted for early payment.
Any amount not paid by the due date will be subject to late payment penalties calculated at an annual rate of 12%, payable automatically, without any formality or prior formal notice.
Pursuant to Article L.441-6 of the French Commercial Code, a fixed compensation of €40.00 for recovery costs is payable, without prejudice to any other action that PROOFGENT may be entitled to take against the CLIENT and at its expense for the purpose of recovering its invoices and without prejudice to any other damages that may be owed to it. In accordance with Article 1231-5 of the Civil Code, in the event of default by the debtor, amounts due recovered through litigation will be increased, in addition to late payment interest, by a fixed penalty (penalty clause) of 15% of their amount.
In the event of non-compliance with the payment terms, PROOFGENT further reserves the right to suspend the provision of the agreed services and the performance of its obligations, and to cancel or reduce any discounts granted to the CLIENT. If non-payment persists, the contract may be terminated under the conditions set out in Article 9 “Termination”.
The CLIENT reserves the right to any right of retention or compensation.

ART. 8 – RECIPROCAL COMMITMENTS

As part of its general obligation of means, PROOFGENT undertakes to:

    – Provide all information and documents necessary for the preparation and execution of all assignments.
    – Perform and execute its services in accordance with professional standards.

The proof of proof validated by the CLIENT (signature or validation by email) releases PROOFGENT from any liability for its entire creation. The CLIENT undertakes to:

    – Establish detailed specifications, which cannot be modified unless otherwise agreed by both parties
    – Actively collaborate in the success of the project
    – Provide all necessary elements for the successful completion of the service according to the planned schedule
    – Pay deposits and invoices within the agreed deadlines
    – Inform the Service Provider of any potential competition with other service providers
    – Ensure that the Service Provider has all necessary authorizations granting it ownership rights and/or usage rights over the data provided
    – Ensure that the intended use of images, photos, logos, texts, videos, models, data, and elements of any kind complies with applicable regulations.

The CLIENT acknowledges full knowledge of the regulations governing copyright and the Internet and will be solely responsible for the mandatory information to be included. on its documents or website and any administrative or other authorizations to be obtained.
The CLIENT releases PROOFGENT from any liability regarding:

    – the legality or relevance of the content, information, or data of any nature transmitted as part of the performance of the service,
    – the dissemination, collection, use, and updating of the above elements, for any reason whatsoever;
    – the loss or destruction of data that may occur during their transfer.

The CLIENT will indemnify PROOFGENT against the consequences of any claim, prosecution, prosecution, conviction, or proceeding, regardless of its form, subject matter, or nature, that may be brought against PROOFGENT and that relates to the CLIENT’s obligations under the contract.

ART. 9 – TERMINATION

In the event of a serious breach by either party of its obligations under the contract, and following formal notice by registered letter with acknowledgement of receipt that has remained unanswered within 30 days of the date of receipt, the other party shall have the right to terminate the contract automatically by registered letter with acknowledgement of receipt, without prejudice to any other rights it may have.
The failure of one party to assert a breach by the other party of any of the obligations under the contract shall not be construed as a waiver of the obligation in question. In the event of termination of the contract by the CLIENT, the amounts paid for the services ordered will not be refunded and the CLIENT will be required to pay the amounts corresponding to the services provided up to the effective date of the termination and not yet paid, as well as a termination fee equal to 15% of the amounts still due.
All copyrights relating to the creations and projects, regardless of their form, will remain the full and complete property of PROOFGENT.
Upon the expiry or termination of their contractual agreement, PROOFGENT will be automatically released from its obligations relating to the subject matter of their agreement as of the date of termination or expiration thereof and undertakes, upon the CLIENT’s first request, to return all documents provided by the CLIENT.

ART. 10 – INTELLECTUAL PROPERTY AND TRANSFER OF OWNERSHIP

In accordance with the provisions of the Intellectual Property Code, PROOFGENT remains the sole owner of the perpetual and inalienable moral rights to all its creations, whatever they may be (graphic, technical, intellectual, etc.), which includes the following prerogatives: right of disclosure, right of paternity, right to respect the integrity of the work, right of withdrawal and right of reconsideration.
The CLIENT is assigned only the economic rights explicitly stated on the invoice, to the exclusion of all others, and within any limits also indicated therein (type of media, geographical or duration limits), subject to full payment of all invoices. These rights may include, in particular, the right of reproduction, the right of representation, the right of modification, the right of exploitation, publication, marketing, and translation for the entire duration of the protection of intellectual property rights. It is hereby specified that unsuccessful projects submitted remain the property of PROOFGENT and must be returned in their entirety (digital and paper documents).
In accordance with Article L. 122-4 of the French Intellectual Property Code, any representation or reproduction, in whole or in part, made without the consent of the author or their successors in title is unlawful and punishable under the laws relating to copyright infringement. The same applies to translation, adaptation, transformation, arrangement, or reproduction by any art or process whatsoever.
The CLIENT retains the rights to the elements they have contributed themselves.
The CLIENT’s consent will be requested prior to the acquisition of any rights to protected elements (photos, sounds, texts, images, etc.) that may be necessary for the performance of the service, the cost of which will be re-invoiced to the CLIENT.

ART. 11 – SUBCONTRACTING

PROOFGENT may subcontract all or part of the service and will remain liable to the CLIENT for the services provided by its subcontractors.

ART. 12 – IT & FREEDOMS

The CLIENT has the right to access, rectify, modify, or delete their personal data, in accordance with Law No. 78-17 of January 6, 1978, relating to information technology, files, and civil liberties, known as the “Informatique et Libertés” Law, by sending a simple letter to the address of PROOFGENT.
The CLIENT will be responsible for any declaration to the National Commission for Information Technology and Civil Liberties (CNIL) regarding the use of its website.

ART. 13 – FORCE MAJEURE

PROOFGENT shall not be held liable if the non-performance or delay in the performance of one of its obligations results from a fortuitous event or force majeure. Force majeure means any external, unforeseeable and irresistible event within the meaning of Article 1218 of the Civil Code. The following are considered fortuitous events or force majeure, in addition to those usually recognized by case law: theft or destruction of production facilities, strikes or social conflicts, natural disasters, fires, interruption of telecommunications, energy supplies, or transportation of any kind, or any other circumstance beyond the reasonable control of PROOFGENT.

ART. 14 – COMMERCIAL NOTICES & REFERENCES

The CLIENT expressly authorizes PROOFGENT, if it so wishes, to:

    include in the work a commercial mention specifying its contribution;
    mention its work for the CLIENT as a reference in its commercial prospecting, external communication, and advertising efforts. This authorization extends more specifically to the constituent elements of the work, including without restriction the public presentation of the following content: textual content, iconographic content, or both.

ART. 15 – CONFIDENTIALITY

All productions, even unfinished or not retained, submitted or sent to the CLIENT remain the property of Proofgent and cannot therefore be communicated to third parties for any reason whatsoever.

ART. 16 – DIVISIBILITY

If any of the provisions of the Services Contract are held to be null and void, the other provisions shall remain unchanged and shall continue to apply as if the null and void provisions no longer appeared in the said Contract.

ART. 17 – APPLICABLE LAW & JURISDICTION

Any dispute relating to the interpretation or execution of these Terms of Sales is subject to French law.

Failing an amicable agreement, any dispute that may arise between the Parties shall be referred exclusively to the Commercial Court of Paris.

This clause applies even in the event of a third-party claim or multiple defendants.