GENERAL TERMS AND CONDITIONS

Object of services and agreed prices

The object of the Services and the price agreed between Plan.Net and the Client are set out in the document entitled "Quotation", including the number of the Service, and sent to the Client by Plan.Net. The Client's signature of the Quotation is equivalent to an Order with acceptance of the content, price and the present General Terms and Conditions. It is explicitly agreed between the parties that the present terms and conditions take precedence over any other contractual document, particularly the Client's general terms and conditions, unless explicitly agreed by both parties. The Client declares and guarantees to Plan.Net that the signatories of the quotation, purchase orders, letters and all other documents sent to Plan.Net in the name of the Client have the power and capacity required to represent and commit the Client. The Client alone is responsible for paying for the services provided by Plan.Net.

Means of implementation

The Client is responsible for defining and implementing the means required to carry out the Service, particularly the detailed expression of their needs regarding the Service. The Client guarantees they will explicitly inform Plan.Net prior to making the order about any specific risk linked to the Service. Non-respect for this obligation will release Plan.Net from all responsibility. The staff allocated to the Service are chosen exclusively by Plan.Net.

Additional clauses

Some clauses defined in the Quotation may be modified or completed for specific requests. These modifications or additional elements are the subject of additional clauses and set out the specific conditions of each service. The additional clauses take precedence over the clauses in the Quotation.

Duration

The time required to obtain a result or the fixed deadlines are provisional. They are set at the start of the project and based on the identified needs and constraints. They may change over time. Unless there is a specific agreement between the parties, the deadlines for deliverables do not represent a firm commitment on the part of Plan.Net. In any event, Plan.Net cannot be held responsible in any way for a delay resulting directly or indirectly from an error, negligence or a delay that can be attributed to the Client or to a third party chosen or appointed by the Client. In the event that the Client would like to have access, after Plan.Net has carried out its services, to elements (source codes or other) created by Plan.Net as part of the same services, then it is up to the Client to inform Plan.Net before the ongoing services are completed. Plan.Net will then submit a corresponding quotation to the Client.

Termination

Without contradicting the specific clauses agreed by both parties, in the event of the Client's failure to respect any of their obligations, Plan.Net can put an end to the Service via a registered letter with acknowledgement of receipt sent to the Client in the month following a formal notice letter, also with acknowledgement of receipt, with the aim of resolving the problem which has been highlighted, but not receiving an answer. Moreover, in the event of the Client breaking off business relations with Plan.Net other than for a breach of contract, it will be up to the Client to respect a minimum notice period of one (1) month per contractual year.

Monitoring project

The Services concern only the "functional specifications" when they exist or in the absence of the description of the service transmitted by Plan.Net (by Word, email or in Redmine), the "media plan" or the "mandate letter" approved by the Client and by Plan.Net. Plan.Net regularly monitors the quality and progress of Services to guarantee improved service for the Client.

Responsibility

It is the Client's responsibility to ensure that the services ordered correspond to their needs. The Client accepts all risks linked to their activities, and guarantees Plan.Net against any consequences resulting from the Client's failure to respect prevailing laws and regulations, and promises to intervene within the framework of any requests, complaints and/or legal action made by third parties involving Plan.Net regarding any elements, content, information, etc. provided to Plan.Net, and to compensate Plan.Net for any resulting damages (including conviction, reasonable defence expenses, etc.). When the parties have agreed to the application of penalties that may be due by Plan.Net in the course of providing services, it is agreed between the parties that the penalties represent a compensation for all harm resulting from the non-respect by Plan.Net of its contractual relations. The Client remains fully and exclusively responsible for any element, content, etc, they supply to Plan.Net with the aim for Plan.Net to carry out its services. In carrying out its services, Plan.Net is only required to take due care, excepting any obligation of result. Plan.Net can never be considered as responsible for services or contributions by a third party chosen or appointed by the Client. In carrying out services, either undertaken by Plan.Net or by any sub-contractors, Plan.Net is responsible for any harm directly attributable to an error proved to be its responsibility or the responsibility of its sub-contractors. In any event, given the discussions taking place between the parties and the commitments made by Plan.Net, it is explicitly agreed between the parties that, irrespective of the nature and importance of the harm, the responsibility of Plan.Net cannot exceed 50% of the total amount, excluding taxes, of the Service. Whenever Plan.Net signs a contract with a third party (purchase of art, reservation of a domain name, etc.), on behalf of the client, as part of the entrusted services, it will be the client's responsibility to guarantee respect for the contractual conditions agreed to (duration, region, etc.).

Sub-contracting

Plan.Net is authorised to subcontract all or part of the services to be undertaken, without having to request prior agreement from the Client.

Transfer of contract

The Client is not authorised to transfer the contracts signed with Plan.Net, even partially, unless they have written prior agreement from Plan.Net.

Professional secrecy

All information, documents, situations and interviews in which Plan.Net takes part, as well as work involved in the Service, are strictly confidential and as a result are covered by professional secrecy.

Ownership of services

Until payment of the amounts owed by the Client, Plan.Net preserves full ownership of all the work undertaken as part of the service. These elements cannot be used by the Client before signature on receiving the corresponding deliverables.

Intellectual property

Unless the Client explicitly requests it as an invoiced service, the Client is solely responsible for carrying out the procedures to check on the availability, deposit, delivery, registration and renewal of domain names or brands at the different industrial property offices or domain name registries. Plan.Net cannot be held responsible for any harm resulting from the absence of availability of a brand or any dispute relating to a brand. The Client recognises and accepts that source codes or creative sources corresponding to the services carried out by Plan.Net, will only be communicated in the event of a definite agreement between the parties on this point and in the agreed conditions, where applicable, regarding the transfer of intellectual property.

Free software

We draw the Client's attention to the fact that Plan.Net may make use of free software in carrying out its services. It is the Client's responsibility within the terms of the contract to inform Plan.Net, if need be, of their refusal for any free software to be used.

Prices and payment conditions

All prices on Plan.Net are given excluding VAT. VAT is applicable according to prevailing regulations. A deposit is required when the order is made, with the amount specified in the Quotation. Plan.Net will invoice the Client for actual costs for transport and accommodation paid by Plan.Net in carrying out the services. Payments are due immediately and in full, without reductions. If, after a period of 10 working days following the delivery of services, the Client has not yet sent a document to Plan.Net by registered letter with acknowledgement of receipt outlining the non-fulfilment of "functional specifications" when they exist or, failing this, the description of the service transmitted by Plan.Net (in Word, by email or in Redmine), the "media plan" or the "mandate letter", then the deliverable is declared as accepted and payment is due. In the same way, Plan.Net promises to reply to non-fulfilment of services by correcting the deliverable or, failing this, with a document explaining the reason for non-fulfilment. The normal deadline for the reply by Plan.Net is 10 working days. Any sum that has not been paid on time will be considered as a serious non-fulfilment of the Client's commitments and will lead to Plan.Net rightfully suspending its own commitments, as well as the payment by the Client of a penalty for late payment of twelve (12) % a year from the 31st day after the amount becomes payable. In the event of non-fulfilment or delay of payment, the Client must also pay a flat-rate penalty for debt-collection fees of forty (40) euros, without excluding the possibility for Plan.Net to ask, with supporting documents, for an additional penalty when the debt-collection fees are higher than the amount for the flat-rate penalty.

Force majeure

Plan.Net cannot be considered to have failed to fulfil the present contract if its services are wholly or partly delayed or prevented by an event of force majeure. If an event of force majeure should occur, the Party affected by the event will rapidly inform the other about the duration and foreseeable consequences, and will make all effort to limit the event's impact. If circumstances of this kind should continue beyond one month, the Parties agree to undertake discussions with a view to modifying the terms of their reciprocal commitments. If no commitment were possible, these commitments could then be eliminated by either Party without compensation, on written notification by registered letter with acknowledgement of receipt.

Proof

The computer records kept in the Plan.Net I.T. systems or its partners in reasonable security conditions will be considered as proof of communications, orders and payments taking place between the parties.

Non solicitation of staff

The Client is forbidden from soliciting or hiring or directly or indirectly working with any present or future member of staff of Plan.Net throughout the contractual relations between the parties, plus an additional 12 (twelve) months. In the event of non-respect of this clause, Plan.Net can claim a penalty representing twelve (12) months of monthly gross salary, based on the average from the twelve (12) last months paid to the member of staff who has been hired in this way.

Litigation

In the event of a disagreement about the interpretation or application of the Service and its consequences, the parties will seek to find an agreement out of court before taking legal action. In this case, the parties accept as the exclusively competent legal jurisdiction the Nanterre Court of Appeal.

References

The Client explicitly authorises Plan.Net to publish, as a reference within the framework of its marketing communications, including on its website, the services provided and using the Client's distinctive visual materials (brands, logos, company name, etc.) and associated with the corresponding services (concepts, creations, demonstration of tools, case studies, etc.).