TERMS AND CONDITIONS KOMA
Preamble
The general conditions of sale described hereafter detail the rights and obligations of KOMA and its customer within the framework of the sale of its services.
I - CONTRACTUAL PROCESS
Customer's acceptance of our quotationIn the case of a quotation, the customer accepts the present General Terms and Conditions of Sale and Provision of Services, which will govern the contractual relationship between KOMA and the customer, for all matters not provided for in the quotation.
Any clause contrary to these General Terms and Conditions of Sale and Services in the Customer's purchasing or contractual conditions shall not be applicable, even if it is stipulated therein that the contract with the Customer implies their acceptance.
Article 1 - Information
Before accepting the quotation, the Customer is invited to carefully read these General Terms and Conditions of Sale and Provision of Services, and to consult the website https://komasolution.comwhere the main characteristics of the services offered by KOMA are described.
Article 2 - Drawing up a quotation
The quotation is drawn up by KOMA on the basis of the Customer's indications.
The customer is invited to draw up as precise and exhaustive a list of requirements as possible.
If the Customer does not draw up specifications, the technical and functional choices made by KOMA on the basis of its experience cannot be discussed or contested by the Customer.
However, the customer must check that the quotation includes his expectations. Expectations which may not have been included in the project resulting from the quotation will be deemed to have been abandoned by acceptance of the quotation.
Article 3 - Quotation - Service proposal
The estimate presented by KOMA on the indications of the Customer, is a proposal of services which becomes final only by the acceptance of the Customer, within the limit of the validity of the estimate.
It is the date of the quotation that determines the version of the General Terms and Conditions of Sale and Services applicable.
KOMA will not be obliged to extend the period of validity of an expired quotation or to present a new quotation.
Article 4 - Cancellation of the Quotation
Unless otherwise stipulated in the special conditions, any sum paid in advance qualifies as a deposit. Except in cases of force majeure :
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in the event of cancellation by the customer, the deposit is non-refundable,
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in the event of termination or default by the company, the professional returns them in full.
II - COMMITMENTS AND OBLIGATIONS OF KOMA
Article 5 - Contractual progress - payment of stages
The work carried out by KOMA, whatever its nature (analysis, graphic creation, constitution of a database) will remain its property, until the last payment foreseen in the estimate.
Where several stages are specified in the quotation, payment for each stage will transfer ownership of the corresponding work.
No use of KOMA's work can be made without the corresponding payment, unless the customer is held responsible.
Article 6 - Contractual procedure - Validation of graphic layouts
Some projects require the customer's cooperation as the work progresses.
Whenever necessary, KOMA will present functional diagrams of the work in progress for the Customer's perusal.
The Customer's acceptance will have the effect of validating the visual aspect. Any subsequent request for modification will be considered as a request for additional work, requiring an additional estimate subject to the Customer's acceptance.
Article 7 - Contractual procedure - validation of additional estimates
When the Customer validates a delivered element, KOMA will be entitled to use this element to continue its work.
If this validation is called into question, an additional estimate will be drawn up for the work to be redone since the last validation. This estimate will be submitted to the customer for approval.
Any new request from the Customer not included in his specifications or in his initial requests in the absence of specifications, and not taken into account in the initial quote, will give rise to an additional quote from KOMA.
Article 8 - Contractual term - Performance period
KOMA does not accept any obligation to meet deadlines unless otherwise agreed.
On the other hand, KOMA will use the necessary skills to carry out the services ordered by the Customer.
Article 9 - Performance guarantees
KOMA subcontracts paper printing, which is subject to the "bon à tirer" procedure. They cannot be contested by the customer once the print order has been validated by the customer.
III - CUSTOMER OBLIGATIONS
Article 10 - Cooperation
The Customer must actively cooperate with KOMA.
It is the customer's responsibility to provide all information defining his or her needs and expectations, so that the work can be carried out to the best of his or her ability.
KOMA may terminate the contract in the event of the Customer's failure to fulfil his obligation, which will be established after two unsuccessful reminders over a period of three months.
KOMA may then demand payment of the full amount stipulated in the signed quotation.
Article 11 - Customer data
All elements supplied by the Customer for the construction of the email campaign must be in electronic format for texts (Word, Powerpoint, Excel or email files) and in digital format for audio and video material.
Consequently, KOMA cannot be held responsible for the loss of transmitted elements, which cannot be originals and must always be copies.
These elements must be supplied in their final version, as any request to modify an element integrated into the emailing campaign will be subject to an additional quote from KOMA, which will be submitted to the Customer for acceptance.
The elements supplied must respect the schedule, to enable KOMA to meet its own deadlines. Any delay in the deadline by the customer authorizes KOMA to have an additional deadline at least equivalent.
Article 12 - Compliance with the law by the Customer
KOMA has no control over the content of the elements supplied by the Customer to be included in an advertising campaign, on social networks or in an emailing campaign, nor does it assume any obligation to advise in this respect.
The Customer is solely responsible for the lawfulness of its content and compliance with the rights of third parties, and is responsible for carrying out all prior checks and verifications.
KOMA cannot be held liable in this respect.
Any request to modify a service due to a legal obligation or a claim from a third party, will be the subject of an estimate from KOMA which will be submitted to the Customer for acceptance.
The Customer guarantees KOMA against any third party's claim of responsibility, due to the contents of an advertising campaign or an emailing campaign.
The customer guarantees KOMA of any condemnation which would be pronounced because of the existence of illicit contents or violating the right of thirds, as well as the expenses which KOMA would have to expose to defend itself.
In the event that the responsibility of KOMA is nevertheless retained by a judicial authority, the customer agrees to compensate KOMA for damages resulting from a fault on its part.
Article 13 - Compliance with deadlines by the Customer
The rates for KOMA services are those mentioned in the paper or electronic quote. Invoices for advance payments or the balance of services are drawn up in accordance with the estimate(s). The customer undertakes to pay all invoices within 30 days of the invoice date.
All KOMA invoices are definitively accepted by the Customer if they are not contested within 8 days of receipt by registered letter or by e-mail detailing the reasons for the contestation.
No discount is granted for early payment.
In application of article L 441-10 of the French Commercial Code, any default or delay in payment will result in the payment of interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points. The rate applicable during the first half of the year concerned is the rate in force on January 1st of the year in question.
In addition, any late payment will result in the application of a collection penalty set by decree at the sum of €40.
IV - MISCELLANEOUS
Article 14 - Data processing
14-1 Data of any kind exchanged by the Parties in connection with this contract will be treated as confidential and each Party undertakes not to disclose any such data without the consent of the other Party.
14-2 Personal data falling under this qualification with regard to the French Data Protection Act of January 6, 1978 as amended and the General Data Protection Regulation of May 23, 2018 (hereinafter Personal Data) will be processed in accordance with these texts. For their application, KOMA will be considered as a subcontractor of the Customer and guarantees the Customer to fulfill its obligations in accordance with these texts.
Personal Data may be deleted at the request of the Customer or any interested third party at the following address komasolution.contact@gmail.com. KOMA undertakes to carry out this deletion within one month.
14-3 The Customer authorizes KOMA to quote on its own communication supports (Internet site, brochures, etc.) the elements (name, logo, etc.) likely to identify the Customer and this by way of reference.
Article 15 - Declaration of mutual independence - No poaching
The Parties declare and acknowledge that they are and will remain, for the duration of the present contract, independent commercial and professional partners, each insuring the risks of its own activity.
The Parties acknowledge that neither of them is acting as agent for the other and that this contract is not a partnership agreement.
Each of the Parties undertakes not to poach any employee of the other Party. This commitment is valid for the duration of KOMA's intervention, as well as for a period of three years from the end of KOMA's services.
In the event of a breach of this undertaking, the party in question, which includes any company controlled by that party within the meaning of Article L 233-3 of the French Commercial Code, will be required to pay a penalty equal to two years' remuneration for the employee who has been dismissed, plus employer's contributions, the purpose of this penalty being to enable it to obtain the funding to train a new employee.
Article 16 - Termination
In the event of termination of the contract at the Customer's initiative without this termination resulting from a breach by KOMA of one of the obligations resulting from the contract, part of the fees will be due in proportion to the work carried out, with a minimum of 40% of the total amount of the signed estimate.
In the event of the Customer failing to meet its obligations, KOMA may, after formal notice by e-mail or registered letter to comply with the clause violated within 15 days of the notification of formal notice remained in vain, terminate the contract by operation of law and without compensation of any kind. Part of the fees will be due in proportion to the work carried out, with a minimum of 40% of the total amount of the signed quotation.
In accordance with article 14, in the event of failure by the Customer to cooperate, duly noted, 100% of the quotation will be due to KOMA.
Article 17 - Transferability of the contract
The rights and obligations resulting from the present contract may be assigned and transferred by KOMA at its discretion.
In this case, KOMA will notify the Customer of the identity of the assignee.
Article 18 - Force majeure
The Parties agree to adhere to the definition of force majeure as set forth in article 1218 of the French Civil Code. They acknowledge that the term "debtor" used in the text is applicable to each of the Parties in respect of its own obligations.
Article 19: Modification of the General Terms and Conditions of Sale and Provision of Services
KOMA reserves the right to modify the present Terms and Conditions at any time.
The General Terms and Conditions of Sales and Services in force at the time the quotation is signed shall be solely applicable to the contractual relationship with the Customer.
Article 20: Loyalty and good faith
In all contracts subject to these General Terms and Conditions of Sale and Services, the Parties undertake to behave towards each other at all times as loyal partners acting in good faith, and in particular to inform each other of any difficulties they may encounter in the performance of this contract.
Article 21: Applicable law and jurisdiction
By express agreement between the Parties, any contract subject to these Terms and Conditions of Sale and Provision of Services is governed by French law. It is drafted in the French language. In the event of translation into one or more foreign languages, the French text alone shall prevail in the event of litigation.
In the event of a dispute, the Parties undertake to attempt conciliation by holding at least two meetings for this purpose within a maximum period of fifteen days. Failing conciliation or the appearance of one of the Parties at the conciliation meetings, the most diligent Party may refer the matter to the Court hereinafter designated.
All disputes arising out of or in connection with the formation, validity, interpretation, performance, termination, consequences and consequences of any contract governed by these Terms and Conditions of Sale and Services shall be submitted to the Commercial Court of Toulouse.