Terms and Conditions of Sale

These Terms and Conditions of Sale (hereinafter "T&Cs") define the contractual relationship between the buyer (hereinafter referred to as "The Client") on the one hand, and on the other hand the seller (hereinafter referred to as "Eskelia" or "The Service Provider"), whose registered office is located at 10 rue de Penthièvre 75008 Paris (France).

Buyer and seller may also be referred to hereinafter jointly or individually as "The parties" or "The party".
In the absence of a Service Provision Contract between Eskelia and its Client, the T&Cs described below apply automatically.

These T&Cs may be subject to general or specific modifications, mentioned in writing, of course before the conclusion of any transaction between the Service Provider and its Client.

Article 1 : Object

These T&Cs have for object, to define the technical, legal and financial conditions allowing the Client to subscribe to a Service Provision from Eskelia.
The provisions of these T&Cs of Service Provision are mandatory and apply to the Client in the event of any Service Provision concluded with Eskelia.

Article 2 : Application

Any request or order for Service Provision must, prior to its execution and delivery by Eskelia, be the subject of either a quote or a commercial proposal to be provided to the client. The quote (or the commercial proposal) is annexed to these T&Cs and is an integral part of these T&Cs.
Following the reception and acceptance by the Client of a quote or a proposal, any request or order for Service Provision implies, the full and unconditional acceptance of the Client to these T&Cs, he declares having read, understood and accepted them. No special or general purchase conditions can, without the express and written consent of the two parties, prevail over these T&Cs.

Article 3 : Quote / Commercial Proposal and Order

Unless otherwise specified, a quote or a commercial proposal, remains valid for 1 month from its date of issue. In the absence of acceptance and after this period, a reissue will be required by the client.
Always unless otherwise specified, for an order to become firm, definitive and accepted by ESKELIA, the Client must signify his consent on any quote presented by ESKELIA.
This quote (or this proposal) duly completed must then be sent back to the Service Provider by electronic means (digital document or scanned/digitized PDF).
In the absence of receipt of the quote or the duly completed proposal, Eskelia reserves the right to not start the Service in question.
Eskelia reserves the right to refuse any request that is not contractualized or whose intentions would be contrary to honesty or morality (discrimination, pornography, racism, incitement to violence...).

Article 4 : Place and Duration

Depending on its nature, the Service Provision may be carried out in whole or in part at the premises of the Eskelia agency.
Unless otherwise specified, the Service Provision is carried out within the standard working hours of 9am to 6pm.
The execution times of Service Provision can be specified on the quote or the commercial proposal. They can be the subject of an amendment that must be accepted and signed by the client.
Eskelia commits to proposing the shortest possible execution times for the Client's needs, within the limits of its availability.
Delivery is made on the date indicated on the quote or the proposal, unless otherwise agreed or delay by the Client to confirm his order, which may result in a delay.
The delivery times are given for information only and their delay will not give rise to compensation for the Client, in the form of damages and interest, penalties for delay or cancellation of the order.
The Client commits to making available to Eskelia all the necessary elements for the execution of the Service defined. Any delay or omission on his part may result in either a revision of the delivery date or the cancellation of the order.

Article 5 : Prices

The prices applied are those in force at the date of issue of the quote or the commercial proposal for services provided within the standard working hours. Prices are expressed in Euros (EUR). Prices are understood excluding taxes. Taxes in force are at the client's expense. Unless otherwise specified, our prices include delivery and travel expenses, meals and miscellaneous expenses.
The expenses incurred by the Service Provider: travel, accommodation, meals and miscellaneous expenses necessary for the execution of the Service, will be charged in addition to the client's invoice.
Generally, prices are subject to review on January 1st of each year. However, Eskelia reserves the right to modify its prices at any time, provided that the prices offered to the Client before a price increase remain those invoiced to the Client.

Article 6 : Cancellation of order

A right of cancellation will be accepted within 7 working days following the date of the quote, the proposal or the signed contract, provided that the execution of the Service has not started after this 7-day period. In that case, no fees will be charged to the Client. However, if an advance payment has been made, it will not be refunded.

Article 7 : Payment, penalties, recovery

Unless otherwise specified in the quote or the commercial proposal, the full payment of the fixed amount of the Service Provision will be made under the conditions detailed in the quote or the commercial proposal.
For each payment, Eskelia will issue a preliminary invoice to the Client by electronic means (online or by email) or postal or telegraphic.
Unless otherwise specified, an invoice issued by Eskelia must be paid by the Client upon receipt.
No discount is applicable in case of advance payment.
In case of international bank transfer payment, particularly via the SWIFT banking interface, it is understood that all bank fees incurred will be borne by the Client. The Client must therefore explicitly inform his bank before the transfer is made.
In case of late payment of an invoice due and unless prior agreement between the Parties, the following measures will be applied automatically by Eskelia without prior notice:

The immediate demand for the remaining amount due;
The calculation and payment of penalties calculated as interest equivalent to 3 times the legal interest rate (in force at the date of the invoice of the amount due);
The payment of a fixed fee of 50 €;
The suspension of the execution of other ongoing or future contracts with the client.

Article 8 : Guarantees and After-Sales Services

Unless otherwise specified on the initial documents (quote, contract, proposal), each Service Provision, for more than 2500 € HT, includes a follow-up of any potential issues detected by the Client or the Service Provider. And this, for a guarantee period of 60 days from the delivery of the Service.
In the case of a website whose maintenance of the content is carried out by the client, only the files created by the Service Provider are covered, as well as the initial structure of the screens and the database.

Article 9 : Collaboration Obligation

The client commits to making available to the Service Provider all the professional information and contacts that may contribute to the proper execution of the object of the Service. And all the elements or source content necessary for the execution of the Service.
Any delay or omission on his part may result in either a revision of the delivery date or the cancellation of the order.

Article 10 : Service Provider Obligation

Eskelia commits, as a means of obligation, to execute the Service Provision with all due care in the art of the moment.
Eskelia will implement all the necessary means at its disposal to take care and preserve the client's computer files and other documents entrusted to it for the execution of the Service Provision ordered.

Article 11 : Execution & Liability

Given the risks of damage or deterioration of digital information support, it will be the Client's responsibility to protect himself against these risks by all means at his convenience, which discharges Eskelia from any liability.
More specifically, the Client waives any liability of the Service Provider in the event of damage to digital files or any document that it may have delivered or entrusted to it in the context of collaboration for the execution of the Service. The Service Provider disclaims any liability for physical damage that may affect the buildings, installations, equipment, furniture of the client.
From the delivery of the deliverables by Eskelia, the Client will be responsible for the use, exploitation and dissemination of the content presented. He discharges Eskelia from any liability and guarantees it against any claim that may be brought against it, for any loss of profits or commercial disruption.
In case of Eskelia being held liable for any reason and/or if the Client is recognized a right to compensation for direct damages suffered as a result of Eskelia's negligence in the execution of the Services entrusted to it, the Client will be entitled to compensation for his loss within the limit of the amounts invoiced by the Service Provider for the Service in question during the 12 months preceding the date of the event causing the damage, regardless of the legal basis of the claim and the procedure used to enforce it.

Article 12 : Confidentiality Obligation

Eskelia commits to respecting the confidentiality of all information, documents, data or concepts that it may have knowledge of before, during or after the execution of the Service, as well as the content of the ordered works and carried out.
For the application of this clause, the Service Provider is responsible for its employees as for itself. However, the Service Provider cannot be held liable for any disclosure if the elements disclosed were in the public domain at the date of disclosure, or if it had prior knowledge of the disclosure date, or if it obtained them from third parties by legitimate means.
The responsibility of Eskelia cannot be engaged in the event of interception or diversion of information during the transfer of data, particularly via the Internet. Therefore, it is the Client's responsibility, when ordering, to inform Eskelia of the means of transfer he wishes to be implemented to ensure the confidentiality of any sensitive information.
Eskelia reserves the right to use the Client's name and logo as well as a description of the Service performed, as a reference and solely for this purpose.
However, if the Client does not wish to be mentioned as a reference, he can request it in writing to Eskelia, who will respect this request.

Article 13 : Intellectual Property

Any Service Provision involving creation, conception, scenography, mediation, development of a pedagogical or graphic or programming nature, is subject to the French Intellectual Property Code and copyright in particular.
Regarding the results of the Service Provision sold, Eskelia retains full ownership until the full payment of the invoiced amount to the Client.
When the quote, the contract or the proposal does not mention it, and in the absence of negotiations with the client, each production remains the intellectual property of Eskelia.
The reproduction and representation rights (patrimonial rights) are automatically transferred to the client (unless otherwise specified) with the obligation to keep, if applicable, the mention "Réalisé par ESKELIA" and, in the case of a digital edition, the hyperlink to "ESKELIA" pointing to the agency's website: https://www.eskelia.com
The Client remains the sole owner of the elements or source content necessary for the execution of the Service and provided to the agency for this purpose.
In addition, the Client declares, represents and guarantees that he owns or controls the licenses, rights, consents and permissions necessary for Eskelia to use and authorize all copyright and other exclusive rights on all elements or source content provided for the execution of the Service.

Article 14 : Force Majeure

Eskelia's liability cannot be engaged if the non-execution or delay in the execution of its obligations described in these T&Cs, is due to a Force Majeure. In this regard, Force Majeure means any event that is serious and destabilizing for the execution of the Service, which occurred unexpectedly, irresistibly and externally to Eskelia.
In the event of a Force Majeure, Eskelia will inform the Client as soon as possible in writing, by email or fax. The other party will have 10 days to confirm it.
The delivery times will be automatically extended in proportion to the duration of the Force Majeure.

Article 15 : Personal Data

In the context of an order, the client may, in his capacity as data controller, authorize Eskelia to process personal data (“personal data”) for the sole purpose of providing the Products and Services to the client, on documented client instructions and in accordance with the terms of the order and the applicable regulations. The client will make every effort to provide Eskelia with pseudonymous data unless the use of personal data is preferable or necessary. Eskelia, in its capacity as a subcontractor, must provide sufficient guarantees regarding the implementation of appropriate technical and organizational measures to ensure that the processing complies with the applicable regulations and guarantees the protection of the rights of the data subject. It commits to not subcontract any part of the execution of the processing of personal data without the prior written consent of the client, understood that the subcontractor will be subject to the same obligations as Eskelia in terms of personal data protection, will provide the same guarantees and that Eskelia will remain fully responsible to the client for the execution of its obligations and those of its subcontractors. Eskelia implements appropriate technical and organizational measures to ensure a level of security and confidentiality of personal data adapted to the risk that the processing poses, including, among other things, pseudonymization and encryption of personal data, means to ensure confidentiality, integrity, availability and constant availability of systems and processing services, means to restore the availability of personal data and access to them in a timely manner in case of incident and a procedure to regularly test, analyze and evaluate the effectiveness of the technical and organizational measures to ensure the security of the processing. In case of personal data breach, Eskelia must notify the client within 24 hours, provide the client with all the necessary information and cooperate with the client and the National Data Protection Authority. Eskelia will process personal data only in the Member States of the European Union and commits to not carry out or allow transfers outside the European Union. Eskelia assists the client in fulfilling its obligations under personal data protection and will provide the client with all the necessary information to demonstrate compliance with these obligations and to enable the client to carry out audits, including inspections, by the client or a third-party auditor appointed by the client, and contribute to these audits. Eskelia will return personal data without delay, at the client's request and no later than the expiration or termination of the order for any reason and destroy existing copies.

Article 16 : Subcontracting

Certain of the services or tasks necessary for the execution of the Service may not be carried out directly by Eskelia, but may be carried out by one or more subcontractors with whom Eskelia will work to cover the needs in complementary skills. This, in subcontracting, what the client acknowledges and accepts.

Article 17 : Claim

The Client agrees that, regardless of the grounds of his claim and the procedure followed to implement it, the potential liability of the Service Provider for the execution of the obligations provided for under these T&Cs will be limited to an amount not exceeding the total amount actually paid by the client for the services or tasks provided by the Service Provider.

Article 18 : Termination

In the event that one or both parties considers that the mission is no longer being carried out in accordance with the initial conditions, they will agree to approach each other to examine the possibilities of adapting these T&Cs or, failing that, the contract established between the Parties.
In the event of termination by the Client of an ongoing order, for any reason, the Client commits to settle the full amount of the Service already performed. The termination must be notified by registered letter to the Service Provider with acknowledgment of receipt. The termination will then take effect 15 days after the Client's notification.
As a consequence, the Service performed in whole or in part by Eskelia and for which the Client has exercised his right of termination becomes the property of Eskelia and is subject to the applicable law in terms of intellectual property.

Article 19 : Non-solicitation of personnel

During the term of the contract and for the 12 months following its expiration, any party's solicitation or use of, without the prior consent of the other party, any employee of the other party, will result in immediate payment, by the party concerned, of an indemnity equal to 12 months of the gross salary of the concerned employee, and this, even if the initial solicitation is made by the said employee and without prejudice to any additional damages and interest that may be due.

Article 20 : Publicity

Unless the Client expressly and in writing refuses, ESKELIA may disclose its relationship with the Client to third parties in connection with this contract.
Similarly, this contract and the specific conditions that are included in it are considered confidential and as such, cannot be the subject of, nor publication, nor communication by the Service Provider to third parties.
Unless the Client expressly and in writing refuses, ESKELIA may also use and reproduce the Client's name and logos as well as any other distinctive signs belonging to the Client, for the purpose of its commercial publicity towards third parties.

Article 21 : Law and Original Text

These T&Cs are governed by French law. The French text of these T&Cs is the original text.

Article 22 : Conciliation / Mediation and Arbitration

In advance, the Parties commit to resolving any dispute, dispute or claim arising from the contractual relationship amicably. In the event of disagreement, disputes, disagreements or claims arising from these T&Cs or relating to them, including the validity, nullity, of any violations of these contractual conditions or, if applicable, the termination of the contract, will be subject to the Conciliation and Arbitration Rules of the International Chamber of Commerce without any recourse to ordinary courts, by one or more arbitrators appointed in accordance with these rules and whose sentence has a binding character. The arbitration court will be judge of its own competence and the validity of the arbitration agreement.
This online version of the Terms and Conditions of Sale of Eskelia prevails over any other printed version. These online T&Cs may be modified at any time, the applicable version is that in force at the date of signature of a quote by a Client.

Last update: 17/04/2021 in Paris, France.