TERMS AND CONDITIONS

TERMS AND CONDITIONS

(Version from 01/10/2023)

 

The company .BECOMING FRANCE (hereinafter .BECOMING) 34 bd Carnot 59800 LILLE (RCS LILLE METROPOLE no. 380 210 286) has implemented these General Terms and Conditions of Sale (The “Terms and Conditions”). Their purpose is to set out the terms and conditions under which .BECOMING provides its services (the “ORDER”) in return for payment of the agreed price by the client (the “CLIENT“) and compliance by the latter with the restrictions on use of the Products and/or Services. They apply to the ORDER for all deliveries.
The Terms and Conditions are made available to any buyer that requests them, and to the CLIENT when any ORDER is placed. They are binding on the CLIENT who acknowledges that it has read them and explicitly accepts them without reservation before confirming the ORDER. Any ORDER implies acceptance of the Terms and Conditions.
Together with the Purchase Order, the email confirming the Order and the invoices, the Terms and Conditions constitute the contractual documents binding on the CLIENT and together form the contract, to the exclusion of any other element and in particular the CLIENT’s own general terms and conditions of sale and/or purchase and/or its own purchase orders.
In the event of a contradiction between the Terms and Conditions and the Purchase Order, the provisions of the PURCHASE ORDER shall prevail insofar as the latter expressly indicate that they override the Terms and Conditions. Any conditions that override these terms and conditions shall only be binding on .BECOMING if they have been accepted in writing.

ARTICLE 1. ORDER

1-1. Specifications: The provision of any service by .BECOMING to the CLIENT (the ORDER), is subject to preliminary specifications detailing the task to be accomplished (the “SPECIFICATIONS”) and the means of implementation. It is attached to the quotation.

1-2. Quotation: The ORDER can only come into force after a quotation has been set and the CLIENT has expressly accepted it in writing, confirmed by .BECOMING, (the “PURCHASE ORDER”).

1-3. Changes to the ORDER: Any changes to the ORDER requested by the CLIENT will only be taken into account as far as .BECOMING is able if they are communicated in writing at least FIFTEEN (15) days before the intended date of delivery of the ORDER after the SPECIFICATIONS have been modified and a specific PURCHASE ORDER has been signed by the CLIENT and the price adjusted.

1-4. Cancellation of the ORDER: In the event that the CLIENT cancels the ORDER after its acceptance by .BECOMING less than FIFTEEN (15) days before the intended date of delivery of the ORDER, for any reason whatsoever apart from force majeure, the deposit paid, as specified in Article 3 of these Terms and Conditions, will be legally acquired by .BECOMING and will not be able to be reimbursed

1-5. Delivery: The ORDER shall be delivered to the CLIENT in accordance with the SPECIFICATIONS, within the time limits and in the manner stipulated in the PURCHASE ORDER.

 

ARTICLE 2 – PRICE – MANAGEMENT FEE – INVOICING

2-1. The ORDER is provided at the price fixed in the quotation previously drawn up by .BECOMING and accepted by the CLIENT, as indicated in Article 1 above. This price separately includes the Performance and the provision of all materials and specific equipment. It is quoted before taxes and net. It is increased by the management fee corresponding to 3.5% of the total excluding taxes (capped at an amount of €1,500) and any costs incurred for completing the ORDER.

2-2. An invoice will be drawn up by .BECOMING and issued to the CLIENT for each ORDER. The CLIENT expressly accepts invoicing in electronic format, which will be sent to it in PDF format.

 

ARTICLE 3 – TERMS OF PAYMENT

3-1. Payment deadlines: A deposit corresponding to 50% of the quotation amount will be invoiced upon issuing of the PURCHASE ORDER. No ORDER may be delivered without prior payment of this deposit. The balance of the price is payable in one instalment within 30 days of the invoice date.

3-2 Long-term and/or recurrent performance: For this type of ORDER a specific payment schedule is proposed in the SPECIFICATIONS, and confirmed in the PURCHASE ORDER.

3-3. Late penalties: In the event of a delay in payment of amounts due by the CLIENT beyond the payment date stated on the invoice addressed to the latter, late penalties will be calculated on the basis of an amount equal to the interest rate applied by the Central European Bank to its most recent financing operation, plus ten (10) percentage points, on outstanding periods from the first day of delay. These penalties will be automatically, and legally, acquired by .BECOMING, without any formality or prior formal notice.

Delay in payment will result in immediate payability of all amounts due to .BECOMING by the CLIENT, without prejudice to any other action that .BECOMING is legally entitled to bring against the CLIENT on this basis.
The CLIENT will also be legally liable with regard to .BECOMING for a fixed amount for recovery costs of FORTY (40) eurors per outstanding invoice, according to the conditions set by the current provisions of the French Code of Commerce, unless higher fees are justified, requiring additional compensation.

Furthermore, the CLIENT must reimburse .BECOMING for all costs incurred for the recovery of outstanding amounts, without prejudice to the damages and interests that may be due to .BECOMING
.BECOMING may also implement the penalties for non-performance scheduled in Article 9 below. In the event of non-respect by the CLIENT of the above payment terms, .BECOMING also reserves the right to suspend the ORDER and the performance of its obligations and to cancel any discounts granted to the latter.

3-4. Retention of title
IN THE EVENT THAT THE CLIENT DEFAULTS ON PAYMENT OF ALL OR PART OF THE PRICE OF THE ORDER, .BECOMING RESERVES TITLE OVER THE PROVISION OF ALL MATERIALS AND SPECIFIC EQUIPMENT CONNECTED TO THE SERVICE PROVIDED, ENABLING IT TO RETAKE POSSESSION OF SAID MATERIALS AND EQUIPMENT.

3-5. No compensation: Except with the express prior written consent of .BECOMING, and on condition that the mutual payables and receivables are certain, liquid and payable, no compensation may be validly undertaken by the CLIENT for any late penalties in the ORDER or its non-compliance, on the one hand, and the amounts due by the CLIENT to .BECOMING with respect to the purchase of these Services, on the other hand.

 

ARTICLE 4. GUARANTEES

4-1 .BECOMING guarantees the CLIENT that it has all the intellectual property rights necessary to carry out the ORDER in accordance with the SPECIFICATIONS, as defined in Article 1.1.

4-2. Neverthless, if the CLIENT should be subjected to legal action for infringement initiated by a third party regarding the ORDER, on the basis that the latter infringes on its copyrights, .BECOMING should make every effort either to come to an agreement with the third party or to change the deliverable.

4-3. In all cases where it has been established that .BECOMING is liable, as far as permitted by law, whatever the nature of the legal basis and types of action initiated against .BECOMING, it is expressly understood that (except in the case of serious or intentional misconduct, proof of which has been duly recorded by the CLIENT) the liability of .BECOMING may never exceed the amount actually received by .BECOMING with respect to the ORDER.

4-4. The Client and .BECOMING expressly agree that this article shall persist in the event of termination or full or partial resolution of the Terms and Conditions for whatever reason.

 

ARTICLE 5. CONFIDENTIALITY

All information, data, and documents of any type communicated by any means by the CLIENT or by .BECOMING for the purposes of the ORDER, and in particular quotations and intermediary work, are considered confidential and may not be divulged. However, this commitment to confidentiality does not apply to information: that was already accessible to the public when it was divulged, or that the CLIENT or .BECOMING had given written consent to the other that it could be divulged, or that was divulged in the context of a judicial procedure or at the request of a public authority.

 

ARTICLE 6: INTELLECTUAL PROPERTY

6-1. Rights: .BECOMING is expressly authorised to use, adapt, depict, and reproduce trademarks, logos and other distinctive symbols of the CLIENT, as well as any creation or work subject to protection under the intellectual property right belonging to the CLIENT, free of charge and for the sole purposes of carrying out the ORDER.
Likewise, the CLIENT indemnifies .BECOMING against all consequences associated with the use of any intellectual property right of the CLIENT for carrying out the ORDER, as well as the use of any object protected by a particular intellectual property right that was made available to .BECOMING for carrying out the ORDER.

6-2. Assignment of rights: Unless otherwise stipulated in the SPECIFICATIONS, .BECOMING shall retain intellectual property and copyrights over the ORDER.

6-3. Commercial: .BECOMING and the CLIENT mutually authorise each other to use the name, logo or trademark of the other as a business reference exclusively for marketing and promotional purposes in all media.
This use is only authorised for a period of 24 months from the last invoice issued by .BECOMING, and in strict compliance with their respective graphic guidelines.

ARTICLE 7 – SUBCONTRACTING

In the context of the ORDER, .BECOMING may need to rely on external service providers, who will be specifically mentioned in the SPECIFICATIONS. Signing the PURCHASE ORDER implies approval of subcontracting.

 

ARTICLE 8 – PERSONAL DATA

Personal data collected from the CLIENT will be subject to digital processing conducted by .BECOMING. The data are recorded in the Clients file and are essential for processing the ORDER. These personal data are also kept for security purposes, and to comply with legal and regulatory obligations. They will be kept for as long as necessary to complete the ORDER and any applicable guarantees. The controller responsible for processing the data is .BECOMING. Access to personal data is stricly limited.

The information collected may be communicated to third parties linked to .BECOMING by contract for carrying out subcontracted tasks without authorisation from the CLIENT being necessary. In the context of performing their services, third parties only have limited access to data and are obliged to use them in accordance with the provisions of applicable law concerning the protection of personal data. Besides the cases mentioned here, .BECOMING is prohibited from selling, leasing, transferring or granting access to the data to third parties without prior consent from the CLIENT, unless required on legitimate grounds.

In accordance with the applicable regulations, the CLIENT has a right of access, to rectification, erasure and portability of the data concerning it, as well as the right to object to processing on legitimate grounds, rights that it can exercise by addressing .BECOMING. In the event of a complaint, the CLIENT can submit a complaint to the National Commission for Information Technology and Civil Liberties.

 

ARTICLE 9: PENALTIES FOR NON-PERFORMANCE

9-1. Either Party for whom a commitment has not been carried out, or not carried out properly, under the terms of the contract, may:
Refuse to execute or suspend the execution of its own obligation, including in anticipation;
Cause the rescission or termination of the contract in application of the termination clause stipulated below in the event of a serious breach;
Request compensation for the consequences of non-performance.
Penalties that are not conflicting may be accumulated and damages and interest can always be added to them.

9-2. With regard to the aforementioned rescission or termination options, the Parties agree that the ORDER may legally be terminated without prior judicial decision and without compensation in the event of a serious breach by the other Party of one of its obligations specified in the ORDER and if this breach is not rectified by the Party at fault fifteen (15) days after sending a registered letter with acknowledgement of receipt to the latter. Default on payment by the CLIENT by the stipulated deadlines or non-compliance with the conditions of use of the Products or Services and/or the intellectual property rights of .BECOMING are considered serious breaches by the CLIENT. Lack of provision of the Products and/or Services to the CLIENT by .BECOMING for more than one month, except in case of force majeure, is considered a serious breach by .BECOMING.

9-3. The Parties expressly agree to exclude application of article 1226 of the French Civil Code, the only option for rescission or termination therefore being implementation of the termination clause in the previous paragraph.

9-4. Whatever the cause of the end of the contract, all amounts that are still due by the CLIENT to .BECOMING will then be immediately payable.

 

ARTICLE 10: MISCELLANEOUS

10-1. Force majeure: The Parties cannot be held liable for the non-performance of their obligations under the Terms and Conditions if this non-performance is due to a force majeure event as defined in article 1218 of the French Civil Code.
With regard to completion of the ORDER, if the force majeure event continues for more than one (1) month, the ORDER may be terminated by either Party by registered letter with acknowlegement of receipt, without being able to request any compensation from the other Party.

10-2. Applicable law and jurisdiction: the Terms and Conditions are subject to the provisions of French law.
In the event of a dispute resulting from interpretation or implementation of these Terms and Conditions, the Parties may resort to a conventional mediation procedure or to any alternative method of conflict resolution.
Failing that, the Commercial Court of LILLE METROPOLE will have exclusive jurisdiction in all disputes between the parties, including for summary procedures, urgent procedures, emergency procedures, third party claims, applications or multiple defendants.