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General Terms and Conditions of Services

 

The company Julie TONNA has developed specific expertise in consulting and service provision. These General Terms and Conditions of Services form the basis of the commercial negotiation, in accordance with Article L. 441-1 of the French Commercial Code, between Julie TONNA and the Client. Therefore, placing an order with Julie TONNA implies full and unconditional acceptance of these General Terms and Conditions of Services, to the exclusion of all other documents such as commercial proposals, product sheets, catalogues issued by Julie TONNA, which are for informational purposes only. No special conditions may, unless formally and in writing accepted by Julie TONNA, override these General Terms and Conditions of Services. Any conflicting conditions presented by the Client will, unless expressly accepted, be unenforceable against Julie TONNA, regardless of when they were brought to her attention.

Definitions

  • “ Julie TONNA”: Refers to the company Julie TONNA, a sole proprietorship registered under number SIRET 80815633500016, with its registered office located at 803 chemin de l’Escours, 06480 La Colle sur Loup, represented by Julie TONNA.
  • “GTC”: Refers to these General Terms and Conditions of Services.
  • “Client”: Refers to the individual or entity, as specified in the quote, acting exclusively within the framework of their professional activity, excluding any non-professional use.
  • “Contract”: Refers to these General Terms and Conditions of Services.
  • “Preliminary Study Documents”: Refers to all written documents created by Julie TONNA to support the Client during the preliminary study phase of their project. These are the documents created by Julie TONNA for the assignment.
  • “Confidential Information”: Refers to information related to clients, market shares, revenue and market share development objectives and methods, employees (whether salaried or not), recruitment policies, statistical, financial, and accounting data, and any similar type of information to which the Client or Julie TONNA may have access during the performance of this contract.
  • “Deliverables”: Comprises all written documents created by Julie TONNA and provided to the Client on a non-exclusive basis. This includes documents created by Julie TONNA during assignments such as accounts & campaigns operations, maintenance, consulting, coaching, training, and design. Except for elements provided or rights directly acquired by the Client from third parties, these Deliverables are protected by copyright, with related rights held exclusively by Julie TONNA.
  • “Assignment”: Refers to all techniques and methods developed by Julie TONNA to support the Client. These are determined by Julie TONNA’s skills combining intellectual services in the form of advice and service provision in the form of design outputs (paper, digital, text).
  • “Parties”: Refers collectively to Julie TONNA and the Client.

 

General Terms

These GTC aim to define the rights and obligations of the Parties regarding the services rendered by Julie TONNA for the Client in the framework of her commercial activity. The Parties acknowledge having conducted negotiations in good faith leading to the conclusion of this Contract. In particular, each Party acknowledges having communicated any information essential to the other Party’s consent.

Julie TONNA reserves the right to modify her GTC, formulas, and rates at any time without prior notice. Such modifications will not affect ongoing orders. In these circumstances, Julie TONNA and the Client have agreed on these GTC to define the terms of the services provided by Julie TONNA for the benefit of the Client. By accepting the quote attached to these GTC, the Client acknowledges and agrees to have read and accepted these GTC.

 

Object

 

Content of the assignment

Julie TONNA will provide the Client with Preliminary Study Documents and/or Deliverables, depending on the Client’s choice specified in the quote. Julie TONNA undertakes to mobilize the necessary technical resources for the execution of the Assignment, with the understanding that Julie TONNA will have sole discretion over the allocation of resources without interference from the Client. The Client agrees to fully cooperate with Julie TONNA to facilitate the conditions of her intervention and the proper execution of the Assignment.

Deadline

The Contract comes into effect on the date of signature by the Parties. It will not be renewed by tacit agreement, except by express and mutual decision of the Parties. In case of work incapacity due to illness, accident, or force majeure, Julie TONNA reserves the right to temporarily suspend the performance of the Assignment without the Client being entitled to claim compensation. Force majeure includes transport or supply blockages, earthquakes, fires, storms, floods, lightning, telecommunications network failures (including Internet networks), or difficulties with external telecommunications networks. The deadline for the completion of the Assignment by Julie TONNA is as stipulated in the quote. Given the nature of the Assignment, this deadline remains purely indicative. Should Julie TONNA become aware of an event or fact during the execution of the Assignment that could delay the completion, she will notify the Client promptly in writing. Julie TONNA and the Client will then discuss the means to limit the delay and, if materially possible, will determine a new deadline. In any case, Julie TONNA will not be liable if the deadline is not met, except in cases of gross negligence demonstrated by the Client.

 

Modification of the assignment

Any request for modification of the Assignment’s scope must be accepted in writing by Julie TONNA and will lead to the signing of an amendment between the parties. If Julie TONNA believes that the modification might affect either the duration or the financial terms of the Assignment, she will inform the Client without delay and before signing the amendment. Modifications requested by the Client during the execution of the Assignment will incur additional billing if they involve a redesign of the project.

 

Parties’ commitments

 

Commitments of Julie Tonna

Julie TONNA, within her obligation of means, must implement the necessary resources for the proper execution of the Assignment. She undertakes to perform the Assignment with the utmost care, according to these General Terms and Conditions of Services in compliance with current standards and best practices. Julie TONNA will promptly inform the Client of any event that might affect the smooth execution and completion of the Assignment and will propose any supplements or improvements she deems necessary. Julie TONNA will make her best efforts to personally execute the Assignment. However, she reserves the right to subcontract all or part of the Assignment, under her full and sole responsibility.

Commitments of the Client

The Client acknowledges that the successful execution of the Assignment requires full collaboration with Julie TONNA. Therefore, the Client agrees to cooperate fully, provide all useful information for the successful execution of the Assignment, and communicate any relevant events, information, documents, methods, or other elements in a timely manner. To allow Julie TONNA to define the organization and successfully carry out the Services, the Client agrees to provide all necessary elements to understand the conditions of the Assignment, including its technical configuration, environment, specific expectations in terms of functionalities, and any other pertinent elements. The Client also agrees to adhere to the financial conditions outlined in Article 4 and to provide Julie TONNA with any necessary documentation in case of billing disputes.

The Client also agrees to:

  • Hold the necessary rights on elements provided to Julie TONNA, with the Client bearing full responsibility for this.
  • Actively collaborate to ensure project success by validating requests from the Service Provider within a reasonable time and explicitly. Once requests and interim stages are validated by the Client, they agree not to revisit these validations. Otherwise, Julie TONNA will charge an additional fee.
  • Follow the technical and creative recommendations made by Julie TONNA.
  • Protect Julie TONNA against any actions arising from the nature of the data or information (texts, images, sounds, etc.) provided or chosen by the Client.
  • Pay the amounts due to Julie TONNA within the contractual deadlines.
  • Inform Julie TONNA of any potential competition with other service providers.

 

Confidentiality

Julie TONNA commits to maintaining the strictest confidentiality regarding Confidential Information communicated by the Client during the execution of this contract. Conversely, the Client also agrees to maintain the strictest confidentiality regarding Julie TONNA’s human and technical information that has been disclosed or to which the Client has had access during the execution of this contract.

The party bound by the confidentiality obligation agrees, during the performance of the Mission and for a period of 2 years after its expiration, not to use, market, or disclose the Confidential Information of the other party to any third person or entity, except for their own employees or external contractors who need to know the said Confidential Information for the purposes of this contract. Subject to the provisions of Article 7 of these terms, each party agrees to protect the confidentiality of the other party’s Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information of the same nature, without the failure to protect its own Confidential Information exempting it from protecting the other party’s information.

 

Remuneration

 

Payment for the assignment

Prices are stated in euros and are based on the time spent. The billing terms for the Assignment are as follows:

  • 50% of the total amount (including taxes) at the start of the Assignment.
  • 50% of the total amount (including taxes) upon completion of the Assignment.

Julie TONNA will issue an invoice to the Client, which must be paid within a maximum of 30 days from the issue date. Contrary to the above, the deposit invoice will be payable upon receipt of the invoice. Payments will be made by bank transfer to Julie TONNA’s account. In case of total or partial non-payment of an invoice by its due date, Julie TONNA reserves the right, without prior notice or compensation to the Client, to (i) suspend the execution of the Assignment and (ii) send a formal notice by registered mail with acknowledgment of receipt to obtain payment of the amounts due. If the amounts due to Julie TONNA remain unpaid 15 days after sending the formal notice, she reserves the right to terminate this contract without formalities. Any invoice not fully paid within the specified time will automatically and without prior notice incur late interest equal to the legal interest rate plus 10% of the pre-tax cost of the Assignment. This interest rate is calculated pro rata temporis per calendar month, with each starting month counted as a full month. If Julie TONNA must entrust the collection of her debt to a third party, the Client will also be liable for late interest and reimbursement of collection costs and fees.

Travel expenses

Travel expenses outside the Provence Alpes Côte d’Azur region that are necessary for the performance of the service will be billed additionally to the client based on an expense report.

  • Car travel will be billed at €0.607 per km.
  • Train travel will be in first class.
  • Domestic flights will be in economy class.
  • International flights will be in economy class.
  • Hotel accommodation will be in hotels of the Novotel, Mercure, or equivalent types. Generally, miscellaneous items that may be necessary for the completion of the Mission and not listed in the quote are not included in the indicated prices.

Bank payment: Julie Tonna’s bank details

A bank account details (RIB) will be provided for making the payment. Payments by check or cash are not accepted.

 

Intellectual Property

 

Object

Unless otherwise specified in the quote, Julie TONNA transfers to the Client, subject to full payment of the amounts due for the Mission, expenses, and any possible amendments, all copyright related to the Deliverables. However, this clause does not apply to Preliminary Study Documents, which remain the exclusive property of Julie TONNA.

Scope

Under this copyright transfer, Julie TONNA grants the Client the rights to:

  • Reproduce and/or have reproduced by any known or unknown technical processes (including recording, memorisation, etc.) on all media (including magnetic, digital, electronic, etc.) and in all formats, the Deliverables, and to create as many originals, copies, and duplicates as desired by the producer, on all media, in all formats by any current or future fixation processes.
  • Represent and disseminate, in any manner, on any media and/or network, including for publishing purposes;
  • Adapt, modify, correct, develop, integrate, transcribe, translate;
  • Commercialise in any manner.

Duration of the transfer

The transfer provided for in this contract is granted by Julie TONNA to the Client for the duration granted by the Intellectual Property Code. By “duration granted by the Literary and Artistic Property Code,” it means the duration specified by the Intellectual Property Code and foreign laws and any extensions or prolongations of this duration by an international convention, a European directive, or a French or foreign law.

Geographical scope of the transfer

This contract and all transfers granted by Julie TONNA to the Client are intended for the entire world and for all languages, and for all modes of exploitation provided.

Communication

Unless otherwise agreed by the parties, the Client authorises Julie TONNA to use and disclose, for communication and promotion purposes of Julie TONNA’s activities, brands, logos, and other elements identifying the Client.

 

Responsibility of Julie Tonna

Julie TONNA’s obligation under the Mission constitutes a duty of means and does not guarantee the results of the Mission’s implementation by the Client or their personnel. Julie TONNA provides no express or implied warranty regarding the ability of the Mission performed by Julie TONNA to achieve the specific objectives set by the Client, or those that Julie TONNA might have considered for the execution of the entrusted Mission. The Client agrees that, regardless of the grounds of their claim and the procedure followed to make it, Julie TONNA’s potential liability for the performance of the Mission under this Contract will be limited to an amount not exceeding the total sum actually paid by the Client under these terms. Moreover, the Client waives any claim against Julie TONNA for damages to files or documents entrusted to them. Julie TONNA is not liable for material damage to the Client’s buildings, installations, equipment, or furniture. The Client agrees that Julie TONNA shall not be liable for any indirect damage, loss of profits, business disruption, or claims made against the Client by any third party.

Force Majeure

Force majeure events are those that are irresistible and unforeseeable, beyond the control of the parties, against which they could not reasonably protect themselves, and whose consequences could only be mitigated by incurring expenses disproportionate to the anticipated financial returns. The Parties agree that force majeure justifies the suspension of the parties’ obligations. Consequently, neither party will be held responsible for non-performance, breaches, or delays in the performance of any of their obligations due to the occurrence of a force majeure event. Force majeure suspends the obligations arising from the contract between the Client and Julie TONNA for the duration of its existence. However, if the force majeure persists for more than three (3) months, either party may terminate this Contract without such termination being considered wrongful. Termination in this case must be notified by registered letter with acknowledgment of receipt and will take effect from the date of receipt of the said letter.

 

Early termination of the contract

 

Non-fault termination

In the event of termination of the Contract by the Client before its term, the Client formally agrees to settle and pay in full the amounts related to the Mission performed or in progress, expenses incurred, as well as any additional services provided. In this case, and except as provided in Article 6, all copyright remains the exclusive and entire property of Julie TONNA, except for data and information provided by the Client.

Termination for fault

The Contract may be terminated if either Party fails to fulfill one of its obligations. Termination will be notified by the aggrieved Party by sending a registered letter with request for acknowledgment of receipt after the expiration of a one (1) month period following the sending of a formal notice to comply with the terms of the contract that remained ineffective. Termination will be effective upon receipt of the said notification.

In the case of termination initiated by Julie TONNA due to Client fault, all amounts due to Julie TONNA under this Contract

will become immediately payable, including for Missions not fully completed.

 

General Provisions

 

Applicable law

These General Terms and Conditions of Services are governed by French law.

Titles

The titles and subtitles in these General Terms and Conditions of Services are included for convenience only. In case of contradiction between any article titles and any clauses, the titles will be deemed non-existent.

Tolerance

Julie TONNA’s failure to enforce any provision of these General Terms and Conditions of Services or to tolerate temporary or permanent non-performance shall not be interpreted as a waiver of Julie TONNA’s right to exercise the rights it holds under these terms. Tolerating  non-performance or imperfect performance of these General Terms and Conditions of Services, or generally tolerating any act, omission, or failure of the other party not in accordance with these terms, shall not confer any right to Julie TONNA benefiting from such tolerance.

Dispute Resolution

All disputes relating to these General Terms and Conditions of Services, including their validity, interpretation, execution, effects, and/or termination, shall be exclusively subject to the competent Court of Marseille, notwithstanding the number of defendants or connections.

General Terms and Conditions of Services last updated on August 23, 2024.

 

Contact

For any questions regarding this document, please contact:

Julie Tonna

+336 18 74 91 18

legal@julietonna.fr