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Terms
and conditions of sale
These terms and conditions were updated on January 22, 2025.
The present general terms and conditions apply ipso jure to any provision of services as referred to in the Proposal (hereinafter "Services"), concluded by IF ELSE AGENCY (hereinafter: "IF ELSE AGENCY") with the person placing the order as referred to in the Proposal (hereinafter: "Client"). The Client accepts the present general conditions and acknowledges having perfect knowledge of them and thereby renounces taking advantage of any other document issued before or after acceptance of the Proposal, and in particular its own general conditions of purchase.
The Client accepts that IF ELSE AGENCY may subsequently modify these general conditions and that their relationship will always be governed by the general conditions in force on the date of acceptance of the Proposal.
Article 1. Subject
The General Terms and Conditions of Sale define the conditions under which IF ELSE AGENCY provides the Services to the Client.
Article 2. Definitions
For the purposes of interpreting the present document, the Customer and IF ELSE AGENCY agree to give the following meanings to the terms and expressions listed below, whether they are used in the singular or plural.
- Contract: means the present general terms and conditions of sale, their appendices, any amendments thereto, as well as each of the Proposals. In the event of any discrepancy between the provisions of the Contract and those of the Proposal, the provisions of the body of the Contract shall prevail.
- Proprietary Development: refers to all elements, whatever their nature, form or medium, whether or not protected by intellectual property rights or by any other means of protection belonging to IF ELSE AGENCY and which are not developed to meet the Customer's specific needs as identified in the Proposal.
- Specific Development: refers to the elements of the Services developed by IF ELSE AGENCY to meet the Customer's specific needs as identified in the Proposal.
- Deliverable: refers to all elements, whatever their nature, form or medium, whether or not protected by intellectual property rights or any other form of protection, which result from the Services.
- Parties: refers collectively to IF ELSE AGENCY and the Customer.
- Proposal: refers to the commercial and technical proposal agreed upon by IF ELSE AGENCY and the Customer.
Site: refers to the Customer's Internet site. - User: refers to any natural person who uses the Site, whether an employee of the Customer or a customer of the Customer.
- Support: refers to services provided on a recurring or long-term basis
Article 3. Scope of services
Any agreement by the Customer must be given in writing (email, letter).
It is the Customer's responsibility to formalise all their requirements in the Proposal and to ensure that the characteristics set out in the Proposal correspond in every respect to their expectations. The Client is thus deemed to have full knowledge of the Services it is acquiring.
IF ELSE AGENCY undertakes to take the utmost care, in compliance with the rules of its trade, in the performance of its Services, for the execution of which it undertakes to devote the necessary resources.
Only the Services explicitly provided for in the Proposal will be due. The performance of any additional services must be formalised in an ad hoc Proposal.
By default, IF ELSE AGENCY will take into account the functional development of the elements listed in the Proposal in the "PC", "TABLET" and "Mobile" formats, on the "Google Chrome", "Mozilla Firefox" and "Safari" browsers in their most recent versions. Any development for specific formats, resolutions or browsers may be subject to additional invoicing to be discussed jointly with the Customer.
In terms of performance, IF ELSE AGENCY is not responsible for the resources, content or third-party scripts used in fine on the Client's site. IF ELSE AGENCY guarantees the quality of the work base that it has developed and which it uses for the development of its Clients' site. Any improvements requested by the Client following an analysis of the site's performance after the final content has been provided will be the subject of a new performance-based service in an ad hoc Proposal.
The conclusion of a Contract is accompanied by a duty of advice and assistance regarding the Services on the part of IF ELSE AGENCY.
Article 4. Calendar
The timetable for the performance of the Services is that set out in the Proposal.
It begins to run from the date of acceptance of the Proposal by the Customer and, where applicable, from the date of payment of the deposit.
The timetable for the performance of the Services is indicative. Consequently, IF ELSE AGENCY may not modify the price and/or terms of payment for the Service if it exceeds the deadlines set out therein..
Furthermore, and in any case, the Client may never engage the responsibility of IF ELSE AGENCY if the delay is caused by the negligence of the Client and/or a case of force majeure in the delivery of the elements necessary for IF ELSE AGENCY to carry out its mission.
The modalities of IF ELSE AGENCY's intervention with the Client appear in the Proposal.
In the event of IF ELSE AGENCY's intervention in a previously agreed location, the dates of intervention will be fixed by mutual agreement according to the possibilities of each of the Parties. The dates of intervention must be confirmed by the Client at least three (3) days before their due date. After this deadline, the dates proposed by IF ELSE AGENCY are no longer guaranteed.
Article 5. Reception
For each Deliverable, acceptance testing is performed in a test environment within ten (10) working days of delivery of the relevant Deliverable by IF ELSE AGENCY (whether this is the initial delivery or the delivery of a corrected version of a Deliverable following notification of Anomaly(ies)).
Acceptance of a Deliverable is acquired when :
I. no non-conformity other than minor has been identified by the Customer within the allotted time;
II. one or more non-conformities other than minor ones have been identified by the Customer and corrected by IF ELSE AGENCY.
IF ELSE AGENCY will qualify each non-conformity.
Once the acceptance of a Deliverable has been pronounced, it may not be called into question for any reason whatsoever.
Article 6. Customer obligations
The Customer is responsible for :
- to provide complete and accurate information when placing an order, and to update this information in the event of any changes;
- to appoint a competent correspondent who will remain IF ELSE AGENCY's contact throughout the duration of the Service;
- to ensure that the necessary instructions reach IF ELSE AGENCY in good time to enable it to carry out its Service normally;
- to deliver or have delivered by its partners, within the agreed deadlines, all the working documents, files, elements (etc.) required to carry out the Services;
- to take the necessary steps to remove without delay any impediment or remove any difficulty which would prevent the proper performance of the Services requested and, where appropriate, to obtain the necessary authorisations to carry out the Services;
- to fulfil its obligations under the Contract for the execution of which IF ELSE AGENCY's intervention is requested, failing which IF ELSE AGENCY will be relieved of all obligations towards it;
- to use the Website solely in the context of his or her professional activity and in any event not to use it for purposes not provided for in these General Terms and Conditions;
- not to delete all or part of the Site or its technical environment without IF ELSE AGENCY's authorisation;
- not to download viruses or files that could potentially damage the integrity of the Website..
Article 7. Price & Payment
Price
The price is that shown in the Proposal accepted in accordance with article 3. The price is always exclusive of tax and in euros.
The price does not include any surcharges. Thus, if a particular request from the Client and/or a modification to the schedule leads to an additional cost for IF ELSE AGENCY, this additional cost will be fully covered by the Client.
All invoices issued by IF ELSE AGENCY must be paid within thirty (30) days from the date of issue of each invoice.
Billing
Unless otherwise stipulated in the Proposal, for any order over €5,000 (five thousand euros) exclusive of tax or for any order equal to or greater than 8 days of services, a deposit corresponding to 30% of the total cost of the Services will be required and invoiced on the date of acceptance of the Proposal. The outstanding balance must be paid within thirty (30) days of the date of issue of the final invoice.
Unless otherwise stipulated in the Proposal, for any order over €10,000 (ten thousand euros) exclusive of tax or for any order equal to or greater than 16 days of services :
- payment of a deposit corresponding to 30% of the total cost of the Services will be required and invoiced on the date of acceptance of the Proposal.
- payment of a deposit corresponding to 30% of the total cost of the Services will be required and invoiced between the date of acceptance of the Proposal and delivery of the Deliverable / Site (i.e. mid-project)
At IF ELSE AGENCY, the final invoice is issued when the entire Deliverable / Site has been developed and handed over to the Client. The final invoice is therefore issued at the time of the first delivery to the Client during the acceptance phase and not after acceptance during the final delivery.
Payment
The terms of payment are those set out in the Proposal.
No discount is granted for early payment. Invoices can only be paid by bank transfer to the bank account indicated on the invoice by IF ELSE AGENCY.
In the event of non-payment within the contractual deadlines:
Late payment penalties are payable from the first day of delay without the need for formal notice and run until full payment of all sums due, including interest.
Any sum not paid on time will be subject to interest at a rate equal to five (5) times the legal interest rate in force, without any prior formality, and without prejudice to damages that IF ELSE AGENCY reserves the right to seek judicially.
The Client may not invoke any cause whatsoever to defer or modify the terms of payment or request a price reduction, in particular a dispute concerning the quality or non-conformity of the Services.
In the event of non-payment within the stipulated deadlines and 48 hours after a formal notice has remained unsuccessful, IF ELSE AGENCY will have the right to demand immediate payment of the outstanding balance, to suspend the fulfilment of its obligations without prejudice, to claim damages and/or the cancellation or termination of the Contract in accordance with article 12.2 below.
Article 8. Liability and warranties
In case of doubt as to the interpretation of a clause or in the absence of any mention allowing the extent of IF ELSE AGENCY's obligations to be determined, the Client acknowledges that IF ELSE AGENCY's obligations will be understood as obligations of means.
IF ELSE AGENCY is only bound by the guarantees explicitly provided for in the Contract. IF ELSE AGENCY may not under any circumstances be held liable to the Client when the services provided comply with those ordered. Compliance with the order is assessed by reference to the Proposal. Furthermore, when IF ELSE AGENCY formulates a set of recommendations and recommendations in the context of the provision of the Service, IF ELSE AGENCY may in no case be held liable to the Client when these recommendations are not followed by the Client.
Any contestation by the Client of the proper execution by IF ELSE AGENCY of its contractual obligations must be justified and be the subject of a registered letter with acknowledgement of receipt sent at the latest within one year of the date of discovery of the facts likely to justify the said complaint. Such complaints will not be accepted if the product delivered has been altered by subsequent modifications made by the Customer.
Failure to proceed in this way constitutes renunciation on the part of the Client to criticise the correct execution by IF ELSE AGENCY of its contractual obligations. In any case, IF ELSE AGENCY can only be held responsible for direct and foreseeable damages within the meaning of articles 1231-3 and 1231-4 of the French Civil Code, caused by a breach by IF ELSE AGENCY of its obligations under the terms of the Contract.
Furthermore, IF ELSE AGENCY is not responsible for the management of the Site's server. In the event of an error linked to the server, IF ELSE AGENCY cannot be held liable to the Client; IF ELSE AGENCY is not responsible for the updates and maintenance of the Site's server.
Under no circumstances will IF ELSE AGENCY be held liable for compensation for indirect prejudice (moral or commercial prejudice, loss of data, loss of image, loss of profit, turnover, orders or clientele) that the Client may suffer.
It is expressly agreed between the Parties that IF ELSE AGENCY cannot be held responsible for any lost profit; loss of turnover or profit; loss of clientele; loss of a chance; loss in terms of image or reputation; any cost in order to obtain a product, software, service or substitute technology; or any technical difficulty in the routing of a message via the Internet.
In addition, in its dealings with the customer, IF ELSE AGENCY's liability may under no circumstances exceed the amount paid by the customer under the contract during the last twelve months prior to the occurrence of the damage.
Article 9. Intellectual property
The Site (and/or the Deliverable) are likely to be made up of several elements, namely Proprietary Developments, Specific Developments and so-called open source software bricks.
Disposal of Specific Developments
Unless otherwise stated in the Quotation, the copyrights relating to the Specific Developments remain the property of IF ELSE AGENCY, so that the Client acquires no intellectual property rights over the Specific Developments. The right of use granted to the Client for its own needs includes the rights of representation, adaptation, modification and translation in any form and on any medium. It is granted for the entire duration of copyright protection and for the entire world. All other rights, including in particular the rights to market and distribute specific Developments, are expressly excluded from the licence granted to the Customer.
Using Proprietary Developments
Subject to full payment of the price fixed in article 7, IF ELSE AGENCY also grants the Client a non-exclusive, non-transferable right to use the Proprietary Developments for the entire duration of the copyright belonging to IF ELSE AGENCY and this, for the entire world. The present licence includes the rights of representation, adaptation, modification and translation, within the sole framework of the exploitation of the Deliverable. Any use outside the exploitation of the Deliverable is expressly prohibited.
The Customer undertakes to ensure that Users of the Site / Deliverable comply with the provisions of this article.
In any event, the Customer acknowledges and accepts that some of the components of the Deliverable / Site may be subject to open source licences.
The Customer will not analyse the Deliverables or the Site in a way that could be assimilated to reverse engineering.
Article 10. Confidentiality
Each of the Parties considers as strictly confidential and shall refrain from disclosing any information, data, formula or concept of the other Party which is made available to the other Party in any form whatsoever (written, oral, by magnetic, electronic or computer media, etc.) in connection with the Contract (hereinafter "Confidential Information") for a period of five (5) years from the end of the contractual relationship between the Parties.
Neither Party will disclose any Confidential Information concerning the other to a third party without the express written consent of that other Party, and will not use any Confidential Information other than for the performance of the Contract. Each Party shall exercise the same degree of care in the non-disclosure of Confidential Information as it exercises in respect of its own Confidential Information.
Confidential Information does not include information :
- generally available or known to the public;
- previously known to the addressee ;
- independently developed by the recipient outside the scope of the Contract ;
- lawfully disclosed by a third party, or when giving evidence before a competent authority.
Both Parties will take all necessary measures with regard to their personnel and partners to ensure the effectiveness of the obligation mentioned above.
Unless the Client advises otherwise in writing, IF ELSE AGENCY is authorised to use the Client's name as a commercial reference.
Article 11. Personal data
The Customer is informed and accepts that by placing an order, IF ELSE AGENCY may store, process and use the data mentioned on the order for the purposes of processing the latter and this, in accordance with the provisions of the Data Protection Act of 6 January 1978 amended by Act No. 2018-493 of 20 June 2018. Failing this, IF ELSE AGENCY will not be able to process the order.
The legal basis for the processing of this data is the performance of the Contract with the Client.
The information collected is strictly confidential and is only intended for the competent services of IF ELSE AGENCY involved in the execution of the Contract.
IF ELSE AGENCY will not use the Client's personal data for any purpose other than the execution of the Services. Consequently, they are not transmitted to any third party.
Data is kept for a maximum of 5 years from the end of the commercial relationship.
In accordance with the regulations, the Customer has the right to request access, rectification, deletion, limitation or opposition to processing, the portability of his or her data or to lodge a complaint or post-mortem directives by contacting the dedicated service by email at the following address: contact@ifelseagency.com
If, in the context of carrying out a Service ordered by the Client, IF ELSE AGENCY is required to process Users' personal data, it is the Client's responsibility, as the data controller, to make this data anonymous to IF ELSE AGENCY.
Furthermore, for any hosting or facilities management Service ordered by the Client, IF ELSE AGENCY may call upon a subcontractor. The Client acknowledges and accepts that in the context of a subcontracting operation, IF ELSE AGENCY will be led to transmit personal data of the Client, and of the Users where applicable, to the subcontractor. In this context, IF ELSE AGENCY undertakes to comply with the regulations governing the subcontracting of personal data. In any case, the Client acknowledges and accepts that IF ELSE AGENCY may use the services of subcontractors.
In the event of a change in the list of subcontractors, IF ELSE AGENCY undertakes to inform the Client at least thirty (30) days in advance in order to allow the Client to submit any observations.
IF ELSE AGENCY is committed to :
- to use only processors who can provide sufficient guarantees that appropriate technical and organisational measures have been implemented to ensure that the processing meets the requirements of the regulations on the processing of personal data and guarantees the protection of the data subject's rights;
- to enter into a contract with each processor binding the processor to IF ELSE AGENCY, defining the purpose and duration of the processing, the nature and purpose of the processing, the type of personal data and the categories of data subjects, and the obligations and rights of the controller;
- that the subcontractor does not recruit another subcontractor without the prior written, specific or general authorisation of IF ELSE AGENCY.
Article 12. Duration - Termination
The term of the Contract is that stated in the Application.
Notwithstanding the foregoing, each of the Parties has the right to terminate the Contract as of right, by registered letter with acknowledgement of receipt:
- in the event of total or partial non-fulfilment of its obligations by the other Party, in particular the non-fulfilment of obligations as defined in article 6, the obligation of payment, the obligation of confidentiality, the respect of the intellectual property rights of IF ELSE AGENCY and more generally, the loyal fulfilment of the Contract, thirty (30) days after a formal notice sent by registered letter with acknowledgement of receipt which has remained without result and containing a declaration by the aggrieved Party of its intention to make use of the benefit of the present clause, without prejudice to compensation for all direct and indirect damage which this termination may cause;
- in the event of an unfavourable change in the Customer's financial or commercial situation that could lead to a default in payment.
If, due to the nature of the unfulfilled obligation, it is not possible for the defaulting Party to remedy the situation (e.g. breach of an obligation not to do something), the Contract may be terminated ipso jure by either Party without prior formal notice.
Consequences of termination
In the event of termination of the Contract, for whatever reason, all Services carried out and not yet invoiced will be due to IF ELSE AGENCY.
Article 13. Non-solicitation of the staff
The Client undertakes, without the prior written agreement of IF ELSE AGENCY, not to recruit or have employed by an intermediary any employee of IF ELSE AGENCY who has participated in the execution of the present Contract, even if the initial solicitation is made by the employee. This commitment is valid for the entire duration of the Contract and, unless otherwise stipulated, for a period of two (2) years from its termination for any reason whatsoever.
In the event that the Client does not respect this commitment, it undertakes to compensate IF ELSE AGENCY by paying a fixed indemnity equal to the gross salary received by the employee during the twenty-four (24) months prior to his/her departure.
Article 14. Suppliers - Services providers - Subcontractors
Throughout the duration of the Contract, IF ELSE AGENCY will be free to call upon any supplier, service provider and/or subcontractor of its choice.
In this context, IF ELSE AGENCY will remain, under the conditions set out in the Contract, responsible for the provision of the Services.
Article 15. Notification - Computation of time limits
Any notice (formal notice, report, approval or consent) required or necessary in application of the provisions of the Contract shall be in writing and shall be deemed validly given if delivered by hand or sent by registered letter with acknowledgement of receipt to the address of the other Party appearing at the head of the Contract (or to any other address chosen by one Party and notified to the other).
Unless specifically provided for in an Article of the Contract, time limits are calculated per calendar day. Any period calculated on the basis of a notification shall run from the first attempt to deliver it to the addressee, as evidenced by the postmark.
Article 16. Major forces
Initially, cases of force majeure or acts of God within the meaning of article 1218 of the French Civil Code will suspend the obligations of the Parties. In the event of such an event, the Parties will make every effort in good faith to take all reasonably possible measures to continue performance of the Contract.
If the force majeure or fortuitous event lasts for more than sixty (60) days, the Contract may be terminated at the initiative of either of the Parties, with no right to compensation on either side.
In addition to those usually retained by the jurisprudence of the Cour de Cassation, the following are expressly considered to be cases of force majeure or fortuitous events: lock-out, strike, epidemic, embargo, accident, heat, humidity or excessive cold, exceptional bad weather, natural disasters, fire, floods, interruption or delay in transport, terrorist attacks, or any other event beyond the control of IF ELSE AGENCY leading notably to total or partial unemployment at IF ELSE AGENCY, its suppliers or subcontractors, the total or partial blockage of means of communication, including networks.
Article 17. Applicable law - Disputes
All the clauses contained in these general terms and conditions and all the contractual operations referred to herein are subject to French law, with the exception of any international convention.
Any dispute arising from the operations referred to herein, even in the event of multiple defendants or the introduction of third parties, will fall within the exclusive jurisdiction of the Courts of Paris (France), which is expressly accepted by the customer.
Article 18. Tolerance - Partial nullity
No tolerance on the part of one of the Parties with regard to the other may be interpreted as a waiver of all the rights granted to it by these general terms and conditions, in particular a tolerance relating to payment deadlines. The annulment of any clause shall not affect the validity of the other clauses herein.
Article 19. Waiver
The fact that one or other of the Parties does not exercise any of its rights hereunder shall not constitute a waiver of its right to do so, and such a waiver may only be made by an express declaration by the Party concerned.
Article 20. Proof
In the event of a dispute, the Parties agree to consider the e-mail as an original written document with full proof and waive the right to contest this means of proof, unless they wish to dispute its authenticity.
Article 21. Special conditions relating so Support
In the case of Support, a specific proposal (quotation) will be drawn up defining the precise terms of the collaboration, in particular:
- The minimum duration of the commitment.
- The number of days worked per month as part of the Support.
The Customer's commitment corresponds to the Support time specified in the proposal (quotation), which will be decisive in determining the scope and duration of the services.
Definition of the actions to be carried out:
The actions to be carried out during the services will be defined in consultation with the Customer. The Customer undertakes to communicate, no later than 10 to 15 days before the start of the month concerned, the list of actions that he/she wishes to prioritise or carry out within the monthly time allocated for Support, as indicated in the proposal. Any additional action or action exceeding the time allocated will be subject to prior written agreement (or a new proposal) and may result in :
- additional invoicing if the Support ends; or
- postponement of the action to the following month, within the limit of the time scheduled for that month.
Invoicing and payment procedures:
- A deposit for the first month's Support will be invoiced on signature and is payable within 30 days.
- Support will be invoiced monthly.
- In addition to the deposit on signature, each invoice will be issued at the beginning of the month and will be payable within 30 days of the date of issue, by bank transfer or any other means agreed between the parties.
- Each monthly invoice will be payable in full, even if the Support time scheduled for the month in question has not been used in full or not used at all.
- The total amount of the service is set out in the proposal (quotation) in euros and will be explained in terms of VAT and taxes.
In the event of non-payment within the contractual deadline :
Late payment penalties are payable from the first day of delay without the need for formal notice and run until full payment of all sums due, including interest.
Any sum not paid within the stipulated deadlines will be subject to interest at a rate equal to five (5) times the legal interest rate in force, without any prior formality, and without prejudice to damages that IF ELSE AGENCY reserves the right to seek judicially.
The Client may not invoke any cause whatsoever to defer or modify the terms of payment or request a price reduction, in particular a dispute over the quality or non-conformity of the Services.
In the event of non-payment within the stipulated deadlines and 48 hours after a formal notice has remained unsuccessful, IF ELSE AGENCY will have the right to demand immediate payment of the outstanding balance, to suspend the performance of its obligations without prejudice, to claim damages and/or the termination or cancellation of the Contract in accordance with article 12.2 above.
Financial commitment and termination :
Financial commitment:
The total amount of the Support provided and quoted remains due in full, even in the event of non-renewal.
In the event of early termination without a proven breach by the Service Provider, the invoices corresponding to the entire period initially planned for the Support will be payable immediately.
Termination:
- Either party may terminate the contract in the event of a serious breach by the other party of its obligations, subject to formal notice remaining without effect for 30 days.
- In the event of early termination at the initiative of the Client and without proven breach by IF ELSE AGENCY, IF ELSE AGENCY will be entitled to collect and claim all sums due for the remaining period.
Limitations of the special conditions and validity of the other conditions of the present GCS:
Unless otherwise stated, all other clauses of these GTC not contradicted in these special conditions remain valid and apply in their entirety to the parties.