Terms & conditions

1. Purpose and scope

These General Terms and Conditions of Sale (GTCS) define the conditions under which Élodie Papin, a sole trader operating under the trading name E.P. — Conseil stratégique, offers her marketing, communication and digital marketing consultancy and support services.

Service Provider: Élodie Papin, sole trader
SIRET: 109 280 750 00018
Business address: 6 rue Ornano, 69001 Lyon, France

The services are intended exclusively for business clients.

Assignments cover strategic advice, analysis, assessment and the formulation of recommendations. Unless otherwise stated in the quotation, they do not include content production, graphic design, video editing or the operational management of the recommended actions.

These GTCS apply to all orders placed with the Service Provider. Any specific terms agreed in writing between the parties take precedence over these GTCS in the event of a conflict.

2. Quotations and orders

Each service is covered by a quotation or commercial proposal specifying, in particular, the nature of the assignment, its scope, the planned deliverables, the indicative timescales and the price.

The order becomes binding once the Client has accepted the quotation in writing and paid the deposit provided for in Article 4.

Any additional request or change to the initial scope may be subject to a supplementary quotation and lead to an adjustment to the price and timescales, following the parties' written agreement.

3. Prices and invoicing

Prices are expressed in euros.

In accordance with article 293 B du Code général des impôts (Article 293 B of the French General Tax Code), VAT is not applicable.

The following statement appears on invoices: “TVA non applicable, art. 293 B du CGI” (VAT not applicable, Article 293 B of the French General Tax Code).

The applicable price is that stated in the quotation accepted by the Client. Any additional service not initially provided for is subject to prior agreement on its scope and price.

An invoice is issued for each payment instalment, in accordance with the applicable regulations.

4. Payment terms and deadlines

Unless expressly provided otherwise in the quotation:

• 50 % of the total amount is due when the order is placed, as a deposit;
• the remaining 50 % is due on delivery of the deliverables specified in the quotation.

The deposit is payable when the order is placed. The balance is payable on receipt of the corresponding invoice, within 30 days of its issue.

The start of the assignment is conditional upon receipt of the deposit and the information necessary to carry it out.

Payments are made by the method stated on the invoice.

5. Late payment

In the event of late payment, late payment penalties become payable automatically from the day following the due date shown on the invoice, without any prior reminder being necessary.

The rate of late payment penalties is that provided for by article L. 441-10 du Code de commerce (Article L. 441-10 of the French Commercial Code), namely, in the absence of a compliant contractual provision, the applicable European Central Bank refinancing rate plus 10 percentage points.

For business Clients, a fixed compensation payment of 40 € for recovery costs is also due, in accordance with articles L. 441-10 et D. 441-5 du Code de commerce (Articles L. 441-10 and D. 441-5 of the French Commercial Code). Where the recovery costs actually incurred exceed this amount, additional compensation may be requested upon production of supporting evidence, under the conditions laid down by the regulations.

In the event of non-payment, the Service Provider reserves the right to suspend work in progress after notifying the Client in writing, in which case completion timescales can no longer be guaranteed.

6. Cancellation, interruption and postponement of an assignment

Any request for cancellation, postponement or interruption must be communicated to the Service Provider in writing.

If the Client cancels before the assignment begins, the parties agree in writing on the applicable financial consequences, taking into account expenses already incurred and any specific terms set out in the quotation.

If the Client ends an assignment after it has begun, the Service Provider may invoice for services already performed, in proportion to the work completed or according to the invoicing stages set out in the quotation, as well as costs already incurred that cannot be recovered. Amounts already paid are credited against the amounts due. Any refund is calculated accordingly.

If the Client does not provide the information or documents necessary to carry out the assignment, the timescales may be postponed. If this situation prevents the assignment from continuing for a prolonged period, the Service Provider informs the Client in writing so that the next steps can be agreed.

Any specific cancellation or postponement terms set out in the accepted quotation take precedence over this Article.

7. Obligations of the parties

The Service Provider undertakes to carry out assignments diligently and professionally, under an obligation to exercise reasonable care rather than to achieve a particular result.

The recommendations made are based on the information provided by the Client and the analyses carried out as part of the assignment.

The Client undertakes to provide accurate and complete information necessary for the proper performance of the service, and to make any constraints known within reasonable timescales.

The Client remains responsible for its decisions, its strategic choices and the implementation of the recommendations proposed to it.

The stated timescales are indicative where performance of the assignment depends on the provision of documents, approvals or decisions by the Client. Any delay attributable to these factors may lead to an adjustment of the schedule.

8. Confidentiality

Each party undertakes to maintain the confidentiality of non-public information, documents, business data and strategic materials received from the other party as part of the assignment.

This information may be used only for the purposes of the service and may not be disclosed to third parties without the prior agreement of the party concerned, except where required by law or regulation.

This obligation does not apply to information that is already public, lawfully obtained from a third party or required by law to be disclosed.

The confidentiality obligation continues to apply after the assignment ends.

9. Intellectual property and use of deliverables

Subject to payment in full of the amounts due, the Client is granted a right to use the deliverables expressly specified in the quotation for its internal business needs.

Unless separately agreed in writing, this right does not entail any assignment of the Service Provider's intellectual property rights.

The Service Provider retains, in particular, her methods, tools, templates, methodologies, know-how and pre-existing materials used to carry out the assignment.

Any reproduction, distribution to third parties, commercialisation or exploitation of the deliverables outside the use specified in the quotation requires the Service Provider's prior written agreement, unless otherwise provided by law.

Any rights held by third parties in materials incorporated into the deliverables remain subject to the terms specific to those materials.

10. Liability

The Service Provider undertakes to perform the agreed services with care and diligence, in accordance with the scope defined in the accepted quotation.

The consultancy services produce analyses and recommendations tailored to the information available at the time of the assignment. The Service Provider does not guarantee the achievement of any specific commercial, financial or marketing result, as this depends in particular on external factors and the decisions made by the Client.

The Client remains responsible for assessing the recommendations, for its decisions and for their implementation.

To the extent permitted by law, the Service Provider cannot be held liable for indirect loss arising from the use of the deliverables or the decisions made by the Client. No provision of these GTCS may exclude or limit liability where the law prohibits such exclusion or limitation.

Subject to these reservations, the Service Provider's liability in respect of an assignment is limited to the amount excluding tax actually paid by the Client for the service concerned, insofar as such a limitation is legally valid.

11. Termination for breach

If either party commits a serious breach of its contractual obligations, the other party may send it a formal written notice requiring it to remedy the breach.

If the breach is not remedied within 15 calendar days of receipt of the formal notice, the aggrieved party may terminate the contract by written notification, subject to the applicable legal provisions.

Termination does not affect payment for services already performed or reimbursement of costs incurred, which remain due in accordance with the contract.

12. Complaints and dispute resolution

Any complaint concerning a service must be sent to the Service Provider in writing to enable the parties to seek an amicable solution.

In the event of a dispute, the parties endeavour to reach an amicable settlement before initiating legal proceedings.

Failing an amicable agreement, the dispute will be submitted to the competent courts in accordance with the applicable general rules of law.

13. Applicable law

These GTCS are governed by French law.

If any provision of these GTCS is declared invalid or unenforceable, the other provisions remain applicable to the extent permitted by law.