Terms and Conditions

These Terms and Conditions are valid from the 25th of April 2017

The following terms and conditions refer to Nativio SAS (“The Company”) and its relationship with its clients and potential clients.

1 — Definitions

Nativio SAS
Head Office: 131, boulevard de Charonne, 75011 Paris, France
Company register number: 822 340 014 RCS Paris
EU VAT: FR42822340014
Email: [email protected]

In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Agreement means the Project Proposal, Terms and Conditions and any other attached documents;

Charges means the charges payable by the Client set out in the order form and any additional payments;

Quotations means the form of written Quotation submitted by the Company to the Client which incorporates these Terms and Conditions;

Intellectual Property Rights means all intellectual property rights whether registered or unregistered, including (without limitation) confidential information, know how, copyright and trade marks but not including source code;

Software means the software(s) used for the operation of the Services and Deliverables;

Project means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal or any other document;

Deliverables means the services and work product specified in the Project Proposal to be delivered by the Company to Client;

Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables;

2 — Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our Terms and Conditions.

These terms and conditions of sale will take precedence over any other conditions appearing in any other document unless a prior, express and written exemption has been established.

3 — Charges

Charges for services to be provided by the Company are defined in the project quotation that the Client receives digitally or physically. Quotations are valid for a period of one month (30 days) unless otherwise specified. The Company reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all consultancy, development and marketing services provided require an advance payment of a minimum of thirty (30) percent of the project quotation total before the work is supplied to the Client for review. The remaining seventy (70) percent of the project quotation total is due upon completion of the work, prior to upload to the server or release of materials.

Payment for services is due by bank transfer only. Bank details will be made available on invoices.

All prices are quoted in euros (EUR), unless otherwise specified. Costs invoices to the client are pre-tax prices. All charges & prices for services carried out by the Company are subject to VAT (where applicable) at the prevalent rate.

For orders from Client located outside of France, prices are shown without the French VAT. You must pay VAT or applicable taxes in your own country if such taxes are not automatically requested by your country’s customs department.

According to article L. 441-6 of the French Code de commerce (Commercial code), penalties for late payment apply as of right, as from the date on which the payment was due. The penalties are calculated on the basis of the interest rate applied by the Central European Bank to its most recent refinancing transaction plus 10 percentage points.

Client shall pay all collection or legal fees caused by late payments. The Company may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

4 — Additional Expenses

Client agrees to reimburse the Company for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, software licenses, SaaS subscription, etc.

5 — Client Review

The Company will provide the Client with an opportunity to review the appearance and content of the development work during the development phase and once the overall development is completed. At the completion of the Project, such materials will be deemed to be accepted and approved unless the Client notifies the Company otherwise within fifteen (15) days of the date the materials are made available to the Client.

6 — Failure to provide required project assets

In order to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged. This is why we kindly ask that you provide all the required information in advance. On any occasion where progress cannot be made because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25% and delay the Project without notice.

If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above condition says is do not give us the go ahead to start until you are ready to do so. Using our project management system you are able to keep your content up to date yourself.

7 — Client Responsibilities

Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by the Company, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.

8 — Promotion

The Company retains the right to reproduce, publish and display the Deliverables in its website or any other media for the purposes of recognition as digital consultancy specialist, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

9 — Termination

Either party may terminate this Agreement at the end of the initial term or any renewal term by providing the other party written notice of termination at least thirty (30) days prior to the end of any term.

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honored until and unless confirmed in writing.

Upon the termination of this Agreement, any and all payment obligations of Client which have accrued as of the date of termination will become due immediately. If Client terminates this Agreement pursuant to this Section prior to the end of the initial term or any renewal term, Client shall pay the following early termination charges:
– Fifty percent (50%) of the remaining Ongoing Fees due under this Agreement for the remaining months of the term;
– One Hundred percent (100%) of any initially waived fees or charges and One Hundred percent (100%) of any discount provided for any services under the Agreement.

The Company may suspend and/or terminate this Agreement if Client breaches this Agreement and fails to cure such breach within three (3) days after receiving notice thereof from.
The Company may immediately suspend and/or terminate this Agreement without notice under the following circumstances: to comply with any law, regulation, court order, or other governmental request or order which requires immediate action.

10 — Automatic Renewal

This Agreement shall be renewed automatically for succeeding terms of the length of the original signed-off contract each unless either party gives written notice to the other at least thirty (30) days prior to the expiration of any term of Company’s intention not to renew pursuant to Company’s bylaws.

The Company will notify the Client by email at least thirty (30) days before the end of the contract, wether the service is related to hosting, maintenance or any other recurring contract.

In case of non payment, if the Client pays within seven (7) days no further action is required. However if the Client fails to pay full amount within specified period the contract will be cancelled immediately apart from hosting services which will be suspended within thirty (30) days.

Based on the renewal date. A notification will be send by email to the Client, an invoice will be sent by email. The Client shall keep its contact details up-to-date with the Company. Once the payment received, the Client will be provided a “paid invoice” by the financial department of the Company.

11 — Force Majeure

The Company will not be liable for, or will not be considered to be in breach of or default of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond the Company’s reasonable control and that the Company is unable to overcome through the exercise of commercially reasonably diligence.  If any force majeure event occurs, the Company will give written notice to the Client and will use commercially reasonable efforts to minimize the impact of the event.

12 — Confidential Information

Client’s “Confidential Information” includes information that the Company should reasonably believe to be confidential. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

13 — Intellectual Property Rights

The Company warrants that to the best of its knowledge and belief that Intellectual Property Rights (other than Third Party Products or materials supplied by the Client) in the Deliverables are original to the Company provided that the Company cannot be, and is not, responsible for compliance of the Intellectual Property Rights with laws of all jurisdictions of the world. It is the Client’s responsibility to satisfy itself of such compliance.

Unless other specified, in consideration of and subject to receipt of the Charges in cleared funds in full Nativio grants to the Client a non-exclusive non assignable licence of the Intellectual Property Rights in the Deliverables owned by the Company and the object code version of the Software provided always that the Company reserves the right to veto any use outside the scope of this licence (including any purported sub-licensing, on-selling or assigning) and the Client shall not reverse engineer or decompile the Software save as permitted by law.

The Company asserts its moral rights in the Deliverables and the Client confirms that it shall not alter, reuse or otherwise exploit or jeopardise the integrity of the Deliverables without the Company prior written consent.

14 — Limitation of Liability

The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
– any breach of this Agreement; and
– any representation, statement or tortuous act or omission including negligence arising under or in connection with the Agreement.

All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from this Agreement.

The Company shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement; and
Nativio’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with this Agreement shall be limited to the amount actually received by the Company pursuant to the terms of this Agreement.

15 — Source Code and Maintenance

In the event that the Client wishes to enter into hosting and maintenance Agreements with a third party then the Client acknowledges that the Company has no ongoing obligation to provide any support or maintenance of any form.

16 — Governing Language, Law & Jurisdiction

The governing language of these terms and conditions of sale is French. Only the French version of these terms is legally binding. Any disputes arising from these terms and conditions of sale shall be resolved with reference to the French version. The English translation of these terms and conditions of sale is provided for information purposes only.

This Agreement shall be governed by and construed in accordance with the law of France and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Courts of Paris, France.

17 — Legal Information

In accordance with the provisions of the French law related to Information Technology and Civil Liberties, the processing of personal customer data has been declared to the French Data Protection Authority (CNIL). According to Art. 34 of the law of 6 January 1978, customers are entitled to access, modify, rectify and delete their personal data, and may exercise this right with regard to the Company.