Terms and conditions
1. GENERAL PROVISIONS
The purpose of the present general conditions of sale is to define the conditions under which Clap Com’, a simplified joint stock company with a share capital of 1,500 euros, having its registered office at 116, avenue Ledru Rollin in Paris (75011), registered in the Paris Trade and Companies Register under the identification number 840 745 483, having as its activity declaration number with the Direction Régionale des Entreprises, de la Concurrence, de la Consommation, du Travail et de l’Emploi (DIRECCTE) 11 75 58089 75 and VAT number FR72840745483 (the “Service Provider”) provides its clients, who request it by any means, with services such as consulting, training, moderation of all types of events including designing and creating theatrical sketches.
Any order for services implies acceptance by the Client of these General Terms of Service.
Terms and expressions beginning with a capital letter when used herein have the following meaning:
“Customer” has the meaning assigned to it in the Special Conditions;
“Particular Conditions” has the meaning attributed to it in Article 1.3;
“Content(s)” has the meaning assigned to it in Article 8;
“Contract” has the meaning assigned to it in Article 1.3;
“Confidential Information” has the meaning given to it in Article 7.1;
“Parties” means the Provider and the Client;
“Participant(s)” means any person participating in the events or training courses in which the Service Provider is involved under the Agreement;
“Provider” has the meaning given to it in the preceding statement;
“Service(s)” has the meaning given to it in the foreword; and
“Third Party” means any person or legal entity or other entity, which is not a Party to the Contract.
1.2. Rules of interpretation
The following rules apply to the interpretation of this Agreement:
- (a) the headings of the Articles and Annexes are included for convenience and shall not affect the interpretation of any of the provisions hereof;
- (b) the use of the expressions “including”, “in particular” or “including” implies that the enumeration which follows them is not exhaustive or limitative;
- (c) the term “or” is not exclusive;
- (d) the definition attributed to a singular term applies equally to that term when used in the plural and vice versa. The same shall apply to the use of the masculine or feminine gender;
- (e) time limits expressed in days, months or years shall be calculated in accordance with the provisions of Articles 640 to 642 of the Code of Civil Procedure;
- (f) any reference to a party shall include a reference to its heirs, successors and assigns; (g) and any reference to a document shall be construed as a reference to that document as it may be amended or superseded (other than in breach of the provisions hereof).
1.3. Establishment of the Contract
The contractual documents are in descending order of priority:
- the special conditions or quotation drawn up by the Service Provider (the “Special Conditions”) which specify, among other things, the type of Content to be provided;
- the present General Terms of Services.
All of the aforementioned documents together form the contract between the Parties (the “Contract”).
In the event of a contradiction between one or more stipulations contained in one of the aforementioned documents, the higher-level document shall prevail.
1.4. Client’s Declaration
The Client declares:
- that he/she is fully aware of these terms and conditions and accepts them without reservation;
- that he/she has received all the information necessary to make an informed decision
- that he/she has full capacity, power and authority to enter into and perform this Agreement; and
- that entering into this agreement does not contravene any law, regulation, statute or contractual provision applicable to it.
2. CONTENT OF THE SERVICES – DATES AND PLACES OF PERFORMANCE
2.1. Content of the Services
The content of the Services is set out in the Special Conditions, namely:
- the definition and descriptions of the Services to be performed;
- the details of the Service Provider’s technical contacts;
- the start date of the Services;
- the time and place of performance and, if applicable, the intermediate stages to be used as payment keys;
- the financial terms (price, currency, payment terms); and
- the billing address.
Orders for Services are only valid after the Parties have signed or explicitly accepted the General Terms and Conditions of Services and the Special Terms and Conditions by e-mail.
Otherwise, the Service Provider shall not be obliged to perform the Services.
Any changes to the Services requested by the Client shall be subject to the prior agreement of the Service Provider, which may be subject to the payment of a financial consideration.
In any event, no request for modification of the Special Conditions may be imposed by the Client on the Service Provider.
The Client accepts without reservation that the Service Provider may change, at any time and without notice the service provider personnel providing the Services, notwithstanding the indication of a specific person in the Specific Conditions.
2.2. Dates and places of performance of the Services
The Services ordered by the Client will be provided within the time and on the dates indicated in the Special Conditions, it being specified that these times are not contractual but only indicative unless otherwise stipulated.
In any event, the Service Provider shall not be liable for any delay or suspension of the provision of the Services attributable in whole or in part to the Customer, or in the event of force majeure.
The Services shall be performed, unless otherwise specified in the Special Conditions, at the Provider’s premises.
In the event that the Special Terms and Conditions provide for the performance of the Services on the Client’s premises, the Client shall have the necessary rights to such premises for the purpose of performing the Services. The Client shall furthermore undertake to ensure that the said premises comply with the purpose of the Services and the public concerned (level of equipment, safety, sanitary level, etc.).
3. COMMUNICATION OF INFORMATION – PROVISION OF RESOURCES
3.1. Communication of information
The Client undertakes throughout the duration of the Agreement to provide the Service Provider, upon request, with all data and information necessary for the proper performance of the Services.
Such information and data shall be accurate, complete and up to date in order to allow the Service Provider to perform the Services in a proper manner.
The Client also agrees to notify the Service Provider without delay of any major event or information that may have an impact on the Services.
3.2. Provision of resources
The Client undertakes to provide the Service Provider within the agreed timeframe with all documents, materials and logistical means and more generally any element necessary for the proper performance of the Services.
If the Client provides the Service Provider with equipment and logistical resources, including premises, the Client shall be responsible for insuring any damage that may be caused, directly or indirectly, in the course of performing the Services.
The Services are provided at the rates indicated in the Special Conditions accepted by the Client. The prices are expressed in euros excluding taxes and may be subject to VAT at 20%. Depending on the stipulations of the Special Conditions, the rate is calculated on a fixed price, hourly, half-day or daily basis.
Transportation, meals and photocopying costs will be invoiced in addition to the actual costs or on a fixed basis agreed between the Parties.
5. THIRD PARTY PAYMENT FOR SERVICES
In the event that the Services consist of professional training, any request for payment of the said professional training by a third party (OPCO…) must be requested in writing by the Client to the Provider at least 7 days before the start of the training.
However, it is the Client’s responsibility to apply directly to the funding organisation for funding, unless the Parties have agreed otherwise in advance and in writing.
The latter will draw up a professional training agreement as defined in Articles L. 6353-2 and R.6353-1 of the French Labour Code. If it is not possible to pay via this third party organisation, the Client shall respect its payment commitments agreed in the Contract and shall not claim any reduction in rates or renegotiation of the Contract.
6.1. Purpose of the Services
The Provider’s role is limited to the performance of the Services. The working methods and criteria for the advice and recommendations provided by the Service Provider are freely determined by the Service Provider and are not subject to challenge on any basis whatsoever by the Client or any Third Party. The Service Provider shall not be bound, in the context of the performance of the Services, by any obligation of result whatsoever, but by the obligation to provide the Services to the Client:
- by any obligation of result but by an obligation of means only;
- to guarantee an increase in the Client’s business;
- to guarantee the effective acquisition of knowledge by the Client or any Third Party;
- to control the identity, speaking or collective or individual participation of participants or speakers in an event hosted by the Service Provider in the performance of the Services; and
- to ensure the success of any skit developed by the Service Provider both from a practical point of view in the context of its performance and from a commercial point of view.
6.2. Information and data provided
The Client agrees that the information, the subject matter of the Services and the data communicated shall not be likely to offend public order or morality, to provoke protests from Third Parties, or to contravene the legal provisions in force.
Accordingly, it is expressly agreed that in the event that the Service Provider is sued, for any reason whatsoever, in any country whatsoever, by a Third Party on the basis of an industrial and/or intellectual property right relating to an item provided by the Customer, the Customer undertakes to fully indemnify the Service Provider against the direct and/or indirect economic and financial consequences (including procedural and defence costs) arising from such claims.
The Service Provider shall not be liable for any corruption, inaccuracy, partial or total falsity of the information provided by the Client in connection with the performance of the Services.
The Client shall ensure that the information and data are sent to the Service Provider and shall not be liable to the Service Provider on any grounds whatsoever for the non-receipt or loss of the transmitted data. The Client shall keep a backup of the transmitted data.
6.3. General provisions
The Service Provider shall not be liable for any delay or non-performance of this Agreement caused by force majeure, as defined by the case law of the French courts.
In no event, shall the Service Provider be liable for any indirect or consequential loss or damage suffered by the Client or any Third Party; including, without limitation, any lost profits, loss of business, loss of revenue or profit, loss of goodwill or loss of opportunity, however caused and on whatever basis.
In any event, should the Service Provider be held liable; its liability shall be limited to the amount actually paid by the Client for the provision of the Services, excluding tax.
7. CONFIDENTIALITY – COMMUNICATION
For the purposes hereof, the term “Confidential Information(s)” shall include any information or documents disclosed by either Party to the other Party, whether in writing or orally, and including without limitation any written or printed documents, design models, trade secrets, know-how, financial or commercial documents, calculation models and results, or more generally any means of disclosure of Confidential Information that may be chosen by either Party with respect to the other Party.
However, the term “Confidential Information” does not include information:
- (i) which is, or will be at the time of disclosure, publicly available and known other than by virtue of a disclosure made in breach of these provisions;
- (ii) which has been or would be communicated to one of the Parties by a Third Party which is neither directly nor indirectly related to the other Party or one of its representatives
- (iii) which has been developed by either Party on the basis of information other than Confidential Information; or
- (iv) disclosed or announced to the public by mutual agreement between the Parties.
Throughout the term of this Agreement and for one (1) year from the date of expiry or termination of the Agreement for any reason whatsoever, the Parties undertake not to disclose in any manner whatsoever, including verbally, the Confidential Information without the prior written consent of the other Party, they undertake :
- tào protect and keep strictly confidential, and to treat with the same degree of care and protection as it accords to its own confidential information of equal importance, the Confidential Information received from the other Party
- not to disclose internally except to its employees or subcontractors and only when necessary for the proper performance of this Agreement;
- not to copy, reproduce or duplicate, in whole or in part, where such copies, reproductions or duplications have not been authorised by the other Party, specifically, all Confidential Information and reproductions thereof, transmitted by each Party to
the other Party, shall be returned to the latter immediately upon its request.
In the event that the legal or regulatory obligations of one of the Parties, in particular following a request from a judicial or administrative authority, or within the framework of regulations applicable to it, require it to communicate to a Third Party or to make public Confidential Information, this Party shall be authorised to do so.
Without prejudice to the provisions of Article 7.1, the Client acknowledges that the Service Provider has the right to communicate, in any medium and by any means (including using the Client’s logo or trademark), throughout the duration of the Agreement and for ten (10) years from the date of expiry or termination of the Agreement for any reason whatsoever, on the sole existence of their business relationship.
Consequently, the Customer shall not claim any compensation for the use of its logo or trademark on the Provider’s commercial materials.
8. DOCUMENTS, TRAINING MATERIALS AND INTELLECTUAL PROPERTY
All content, in particular documents, studies, theatrical sketches and teaching aids (the “Content”), in whatever form (paper, digital, oral or other) communicated, used or produced in whole or in part by the Service Provider, including when this is done at the request and in accordance with the Client’s guidelines and directives, to provide the Services shall remain the sole and exclusive property of the Service Provider unless otherwise expressly stipulated in the Contract.
Consequently, the Client shall not use, communicate in any form whatsoever, transform, reproduce or exploit the Content, without the express, written and prior authorisation of the Service Provider, which may be conditional on a financial consideration. The Client further undertakes to ensure that no Participant uses, communicates in any form whatsoever, transforms, reproduces or exploits the Content, including Content communicated to the Client in the course of the performance of the Services for the purposes of the Services. In the event of infringement of the ownership of the Content by a Participant, the Service Provider reserves the right to take direct action against the Client for compensation for the damage suffered by the Participant concerned.
Any video or audio recording and/or filming of the Services must be expressly authorised by the Service Provider in advance and may be subject to a financial consideration and/or strict conditions of distribution. The Client undertakes, in any event, to transmit to the Service Provider at the latter’s first request all recordings of the Services that may have been made by the Client. The Service Provider shall be entitled to use them as it sees fit, including for commercial purposes. The Client shall not be entitled to any compensation for the use of such recordings.
9. POSTPONEMENT, MODIFICATION OF SERVICES – CANCELLATION CONDITIONS
In the event that the execution of the Services is impossible for one of the Parties on the agreed date, this Party must inform the other Party without delay of its impossibility. A single date for the postponement of the Services will then be fixed by mutual agreement between the Parties and in good faith.
The date may not, in any event and unless otherwise agreed by the Parties, be postponed for more than 2 months from the date initially agreed. In case of postponement of the date of service more than once by the Client and less than 5 working days, the Service Provider reserves the right to charge the Client an additional flat fee of 30% on the total amount of the quote.
Any request for modification of a script or a training program must be sent to the Provider more than 5 working days before the date of the performance, shooting or show. In the event that the Client sends requests for modifications less than 5 working days before the date of the service, filming or show, a surcharge of 10% of the total amount of the quote may be applied.
In the event of cancellation of the Service, in whole or in part, at the request of the Client, for whatever reason, the Service Provider reserves the right to charge the Client a fixed fee as follows:
- if the cancellation occurs up to 21 working days before the agreed date of delivery of the deliverables by the Service Provider or, if applicable, before the beginning of the event or training session which is the object of the Services: all the costs of the client’s audit, the design of the training content, the preparation of the event moderation, theatrical sketches or any other scenario and any rehearsals will be invoiced by the Service Provider to the Client at the rate stipulated in the Special Conditions;
- if the cancellation occurs between 20 days and 10 working days before the agreed date of delivery of the deliverables by the Service Provider or, if applicable, before the start of the event or training course which is the subject of the Services:
- (i) 50% of the amount of the Service not performed by the Provider. The Client will remain liable for the costs incurred in the preparation of the cancelled Event as stipulated in the previous paragraph;
- (ii) if the cancellation occurs less than 10 working days before the start of the Event, the full amount of the Event not carried out by the Service Provider must be paid by the Client in addition to the costs incurred by the preparation of the cancelled Event as stipulated in the previous paragraph.
In case of cancellation at the Provider’s initiative, and except in case of force majeure, the Provider undertakes to provide a service of equivalent quality and price by a partner provider.
10. CANCELLATION IN CASE OF FORCE MAJEURE
In no way shall the Service Provider or the Client be held responsible in the event that the operation has to be cancelled, in part or in full, due to force majeure as defined by law.
Furthermore, in the case of an outdoor operation, the Client alone will assume full responsibility for a total or partial cancellation of the Event due to unfavourable weather conditions.
11. TERMS OF PAYMENT
The Client agrees to pay the Provider the amount mentioned in the quote according to the following payment schedule: 100% of the amount 30 days after the date of issue of the invoice.
Without prejudice to any damages, failure by the Client to pay an amount on the due date shall automatically result in :
- the application of late payment interest equal to 5% of the unpaid amount excluding taxes, per calendar day and from the first day of delay, plus additional bank and administration fees; and
- the immediate payment of all sums due to the Service Provider by the Customer, without prejudice to any other action that the Service Provider may take against the Customer in this respect.
In the event of non-compliance with the terms of payment, the Service Provider also reserves the right to suspend or cancel the provision of the Services subscribed to by the Customer and to reduce and/or cancel any discounts granted to the Customer.
12. MISCELLANEOUS PROVISIONS
If any provision of the Agreement is found to be invalid or unenforceable for any reason whatsoever by a competent court, the validity of the other provisions of the Agreement shall in no way be affected or compromised and the Parties shall negotiate in good faith in order to replace the disputed provision with a provision having the same economic effects as the initial provision.
12.2. Independence of the Parties
The Parties expressly declare that they are and will remain, throughout the duration of the Contract, independent parties.
The Parties hereby expressly declare that they do not wish to create a company with legal personality, nor a joint venture, nor a de facto company in their relationship.
The Agreement is in no way exclusive and does not prevent the Service Provider from entering into any other contract or agreement with other natural or legal persons, including any direct or indirect competitor of the Client, for the provision of services similar to those provided for in this Agreement and on such terms as the Service Provider may determine.
The Parties agree that the Service Provider may call upon any subcontractor of its choice in the performance of the Agreement, without prior notice to the Client.
The Client undertakes not to make any direct contact with any subcontractors, companies or individuals introduced to the Client by the Service Provider or used by the Service Provider, from the time of the initial project presentation until two (2) years after the end of the service, unless expressly authorised by the Service Provider.
If, during a period of two (2) years after the end of the service, the Client contravenes this article, a fixed compensation equal to 10 times the amount of the fees of the first quotation shall be due by operation of law, without the Service Provider having to establish any prejudice.
12.6. Data protection
The Client has, in accordance with the provisions of Law No. 78-17 of 6 January 1978 and EU Regulation 2016/679 of 27 April 2016, a right of access to data concerning him, as well as a right to modify, rectify and delete such data. In order to exercise this right, the User may contact the Service Provider at the following address Clap Com’ – 116, avenue Ledru Rollin à Paris (75011) or the following e-mail address: firstname.lastname@example.org. The Provider’s request will be processed within thirty (30) days.
The personal data relating to the Client collected by the Service Provider throughout the performance of the Services and the Agreement are only intended for the purposes of the performance of the Services and the Agreement and may be communicated to any Third Party for the purposes of the Agreement or the Services, such as any subcontractors or clients concerned by the Services. The Customer’s data will also be used to reinforce and personalise communication with the Customer, in particular through newsletters to which the Customer may have subscribed. The Customer may request the Service Provider to unsubscribe from any newsletter at any time.
The Service Provider keeps the Customer’s personal data on its own servers and undertakes to keep such data strictly confidential, which will be kept for a period of ten (10) years from the expiry for any reason of this Agreement. Thereafter, it will only be kept as an archive for the purpose of establishing proof of a right or contract which may be archived in accordance with the provisions of the French Commercial Code relating to the duration of the retention of books and documents created in the course of commercial activities.
13. JURISDICTION IN THE EVENT OF DISPUTES
In the event of a dispute or litigation, the parties shall endeavour to find an amicable settlement of their dispute before any litigation. Failing this, the Parties shall submit to the jurisdiction of the Commercial Court of Paris to settle the dispute.
The Customer is informed that he/she may in any case have recourse to conventional mediation or to any alternative method of dispute resolution (conciliation for example) in the event of a dispute.
Last update 20.03.2023