Terms and conditions of sale

Article 1 — Identification of the provider

Kimo Studio, a sole trader operating under the French micro-entreprise scheme, represented by Axel Abensour.

• Registered office: Escalier de la Villa Là-Haut, 06320 Cap-d’Ail, France
• SIREN: 106 075 492 — SIRET: 106 075 492 00012
• Registered with the French National Business Register (RNE)
• VAT not applicable, article 293 B of the French General Tax Code
• Contact: contact@kimostudio.fr — +33 6 06 49 87 46

Hereinafter “the Provider”. The business customer is designated “the Client”.

Article 2 — Purpose and scope

These terms and conditions of sale (hereinafter “the Terms”) set out the rights and obligations of the parties in respect of the services described in article 4.

They apply to any order placed by a Client acting for purposes falling within its professional activity. They do not apply to consumers within the meaning of the French Consumer Code.

In accordance with article L.441-1 of the French Commercial Code, the Terms constitute the sole basis of the commercial negotiation. They prevail over any of the Client’s general purchasing conditions, save with the Provider’s express written acceptance.

Article 3 — Contract documents and formation

The contract consists of the following documents, in decreasing order of precedence: the specific conditions (signed order form), these Terms, and the accepted commercial proposal.

The order becomes firm and final on the date the Client signs the order form, which constitutes unreserved acceptance of these Terms.

Prior to any order, the Provider produces a free visual mock-up of the homepage. That mock-up entails no commitment for either party and remains the Provider’s property until a contract is concluded.

Article 4 — Description of the services

The Provider offers two subscription plans, described below. The plan selected is stated on the order form.

Essential plan — includes the design and build of a five to eight page website, registration and renewal of a domain name, hosting, an HTTPS security certificate, professional email addresses, full translation of the site into English, local search engine optimisation and the creation or optimisation of the Google Business profile, daily backups, technical maintenance and the changes provided for in article 5.

Signature plan — includes the entire Essential plan, extended to fifteen pages, together with monthly SEO monitoring, the publication of one editorial item per month, a third language, an annual photo shoot, a commented monthly report and a reduced response time.

Any service not expressly mentioned herein or on the order form is subject to a separate quotation, accepted in writing before performance.

The site goes live within three weeks of receipt of all the materials referred to in article 6. That period is indicative; any delay attributable to the Client postpones it accordingly.

Article 5 — Changes and support

The Provider updates the content of the site at the Client’s request, up to two hours of work per month.

Unused hours may be carried over for the following three months, up to a maximum of six accumulated hours. They give rise to no refund or compensation at the end of the contract.

Beyond that allowance, work is charged at €70 per hour, any hour started being due in thirty-minute increments. The Provider informs the Client before any overrun and obtains their agreement.

Requests are sent by email to contact@kimostudio.fr. The Provider undertakes to reply within twenty-four working hours for the Essential plan, and four working hours for the Signature plan, Monday to Friday excluding public holidays.

A full graphic redesign, the addition of new functionality and the creation of pages beyond the number set out in article 4 fall outside this article and are subject to a quotation.

Article 6 — Client’s obligations

The Client undertakes to provide the Provider, within a reasonable time, with all materials required to perform the services: copy, photographs, logotype, contact details, opening hours and any other useful information.

The Client warrants that it holds all intellectual property rights and authorisations, including image rights, in the materials it supplies. It indemnifies the Provider against any third-party claim in that respect and shall bear sole responsibility for any resulting dispute.

The Client undertakes to appoint a single point of contact, to respond to approval requests within seven days, and to inform the Provider without delay of any fault observed on the site.

The Client shall not publish through the site any unlawful, defamatory, infringing content or content contrary to public order.

Article 7 — Search engine optimisation: best-efforts obligation

Search engine optimisation services constitute a best-efforts obligation and not an obligation to achieve a specific result.

The Provider applies the optimisation techniques recognised in the profession but cannot guarantee any given position in search engine results pages, nor any volume of visits, enquiries or revenue.

Search engines are third-party services whose ranking criteria are beyond the Provider’s control and may change at any time without notice.

Article 8 — Prices and payment terms

Subscription prices are as follows: Essential plan, €199 per month; Signature plan, €390 per month.

The Client may elect to pay for the design work separately: in that case €1,200 is due on signature and the monthly subscription is reduced to €99 for the Essential plan and €290 for the Signature plan.

Prices are stated net of tax, the Provider benefiting from the VAT exemption scheme provided for in article 293 B of the French General Tax Code. Should the Provider become liable for value added tax during the contract, such tax shall be added to the price as of right at the prevailing rate, without that increase constituting a change to the financial terms within the meaning of article 15.

The subscription is payable monthly and in advance, by SEPA direct debit or bank transfer, on the fifth of each month. An invoice is sent to the Client electronically. The payment period is thirty days from the invoice date, in accordance with article L.441-10 of the French Commercial Code.

No sum is payable before the site goes live and is approved by the Client. The first debit takes place in the month following that approval.

Article 9 — Late payment

In accordance with article L.441-10 of the French Commercial Code, any late payment automatically gives rise, without the need for a reminder, to late payment interest calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points.

A fixed recovery indemnity of €40 per unpaid invoice is added. Where recovery costs incurred exceed that amount, the Provider may claim additional compensation on production of evidence.

Should non-payment persist fifteen days after a formal notice has remained without effect, the Provider may suspend access to the site and associated services, without such suspension giving rise to any compensation or releasing the Client from payment of the sums due. Service is restored within twenty-four working hours of settlement.

Article 10 — Term, renewal and termination

Where the design work is included in the subscription, the contract is entered into for an initial term of twelve months from the date the site goes live. Where that work has been paid for separately under article 8, the contract is entered into with no minimum term.

At the end of the initial period, the contract continues by tacit renewal for successive one-month periods. Either party may then terminate it at any time, in writing, subject to one month’s notice.

Early termination by the Client — in the event of termination before the end of the initial twelve-month period, the Client owes compensation corresponding to the unamortised portion of the design work, set at a flat rate of €100 per month remaining until the end of the term. That compensation falls due on the effective date of termination.

Termination for breach — either party may terminate the contract as of right in the event of a serious breach by the other party, not remedied within thirty days of a formal notice sent by registered letter. Termination attributable to the Client does not release it from the compensation provided for in the preceding paragraph.

Any termination is notified in writing, by email with acknowledgement of receipt or by registered letter.

Article 11 — Effects of termination

The site remains accessible until the last day of the period paid for. Thereafter it is taken offline.

On request made within thirty days of the end of the contract, and subject to full payment of the sums due, the Provider delivers to the Client an archive containing all of the site’s content: copy, photographs and associated source files. Delivery takes place within fifteen days.

The domain name is transferred to the Client, or to the provider it designates, on written request and within thirty days, subject to full payment of the sums due. Any transfer fees charged by the registry are borne by the Client.

Data held by the Provider is deleted within three months, with the exception of accounting records retained in accordance with statutory obligations.

Article 12 — Intellectual property

Content supplied by the Client — copy, photographs, logotype, trade marks — remains its exclusive property. The Client grants the Provider, for the term of the contract, the right to reproduce and display it solely for the purpose of performing the services.

Content written by the Provider on the Client’s behalf, together with the graphic choices specific to its site, are assigned to it on a non-exclusive basis for the term of the contract and worldwide.

By contrast, the generic technical components developed by the Provider — code structure, style sheets, scripts, reusable building blocks — remain its property. The Client benefits from a non-exclusive, non-transferable right of use, limited to the operation of its own site and to the term of the contract.

A full assignment of rights in those components may be granted, for consideration and by written amendment.

Article 13 — Hosting, availability and backups

The Provider hosts the site with a technical provider of its choosing, located within the European Union. It reserves the right to change host, subject to an equivalent level of service.

The Provider undertakes to use reasonable means to ensure the site’s accessibility, with an availability target of 99.5 % on an annual average, excluding scheduled interruptions and events of force majeure. This constitutes a best-efforts obligation.

Full backups are taken daily and retained for thirty days. The Provider restores the site as soon as reasonably possible in the event of an incident.

Scheduled maintenance interruptions are announced to the Client with reasonable notice and scheduled, so far as possible, outside business hours.

Article 14 — Personal data

Each party undertakes to comply with the applicable personal data legislation, in particular Regulation (EU) 2016/679 and French Act No. 78-17 of 6 January 1978 as amended.

For data collected through the Client’s site — in particular via contact or booking forms — the Client acts as controller and the Provider as processor within the meaning of article 28 of that Regulation.

In that capacity the Provider undertakes to process such data only on the Client’s documented instructions, to ensure the confidentiality of persons authorised to process it, to implement appropriate technical and organisational measures, to assist the Client in responding to data subject requests and in the event of a personal data breach, and to delete or return such data at the end of the contract.

The Provider is authorised to engage sub-processors, in particular for hosting. It informs the Client and ensures that they offer equivalent guarantees.

The Client remains responsible for the lawfulness of the processing it carries out, for informing data subjects and for obtaining any required consent.

Article 15 — Changes to the terms and prices

The subscribed price is guaranteed for the entire term of the contract, including renewals, save by express agreement of the parties.

The Provider reserves the right to amend these Terms for future contracts. The applicable Terms are those in force on the date the order form is signed.

Any substantial change to the services during the contract is the subject of a written amendment.

Article 16 — Commercial reference

Unless expressly refused in writing, the Client authorises the Provider to cite its name, reproduce its logotype and display a screenshot of the site produced, as a commercial reference, on its own website and in its presentation materials.

That authorisation may be withdrawn at any time on written request. The Provider removes the material within fifteen days.

Article 17 — Liability

The Provider’s liability may be engaged only in the event of proven fault and for direct and foreseeable damage alone.

Indirect damage is expressly excluded, in particular loss of revenue, customers, profit or reputation, as well as any loss resulting from use of the site inconsistent with its purpose.

In any event, the Provider’s liability is capped at the total sums actually paid by the Client during the twelve months preceding the event giving rise to liability.

The Provider may not be held liable for malfunctions attributable to third-party services, in particular internet access providers, domain name registries and search engines, nor for the consequences of any action taken on the site by the Client or a third party without the Provider’s agreement.

Article 18 — Force majeure

Neither party may be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code.

If the impediment is temporary, performance of the obligations is suspended. If it continues beyond sixty days, either party may terminate the contract as of right, without compensation, by written notice.

Article 19 — Confidentiality

Each party undertakes to preserve the confidentiality of non-public information of which it becomes aware in the course of performing the contract, throughout its term and for two years thereafter.

This obligation does not apply to information that has entered the public domain, nor to information whose disclosure is required by law or by a competent authority.

Article 20 — General provisions

Should any provision hereof be declared void or unenforceable, the remaining provisions shall retain full force and effect.

The failure by either party to rely on a breach by the other shall not constitute a waiver of its right to do so subsequently.

The contract may not be assigned by the Client without the Provider’s prior written consent.

These Terms, the specific conditions and the accepted proposal express the entirety of the parties’ agreement.

Article 21 — Governing law and jurisdiction

These terms and conditions of sale are governed by French law.

In the event of a dispute, the parties shall endeavour to reach an amicable settlement before bringing any legal action.

Failing agreement within thirty days, and by express derogation agreed between professionals, any dispute relating to the formation, interpretation, performance or termination of the contract shall be brought before the competent courts of the Provider’s registered office.

Article 22 — Language

These Terms are drawn up in French. The English version is provided as a courtesy translation for the convenience of the Client.

In the event of any discrepancy or difference of interpretation between the two versions, the French version alone shall prevail.

Order form

These terms are appended to a one-page order form which the Client completes and signs. That signature constitutes unreserved acceptance of these terms.

The order form is supplied with the commercial proposal, or on request at contact@kimostudio.fr.