TERMS OF SALES

 

ARTICLE 1: PURPOSE, DEFINITION AND PREAMBLE

 

These general terms and conditions apply to all consulting, creation, communication, production and ordering services for visual, audiovisual and/or digital production works, carried out by TYDEO.

Is called "Client" any legal or natural person who has required the skills of TYDEO for these services.

All orders placed with TYDEO imply acceptance and full and unreserved adherence to these general conditions of sale. No particular condition such as mentions on order forms, quotes or contracts, or even the general conditions of purchase of the customer, can, except prior and written acceptance of TYDEO, prevail over the application of these general conditions of sale. , or apply concurrently with these general conditions of sale.

 

ARTICLE 2: RATES, INVOICING AND TERMS OF PAYMENT

 

The prices stipulated on the quotes are denominated in euros and calculated excluding taxes. Consequently, they will be increased by the VAT rate. They are valid for 15 days from the date of issue thereof. These remain firm and non-revisable at the time of the order if this occurs during this period, subject to the possible completion of the project with regard to the requested deadlines.

The prices are communicated by TYDEO on simple written request. TYDEO reserves the right to modify them at any time. The prices are indicated excluding taxes and in euros. Invoicing follows the rate in force on the day of the order.

Payment for orders is made either by check or by bank transfer.

Any amount not paid on the due date provided on the invoice will give rise to the payment of interest at the minimum rate provided for by article L441-6 of the Commercial Code (legal interest multiplied by three), payable automatically and without reminder, calculated on the amounts excluding taxes, as well as a fixed indemnity of €40 per invoice for recovery costs. The rate of legal interest retained is that in force on the day of the due date of the invoice. This penalty is calculated on the amount excluding taxes of the sum remaining due, and runs from the due date of the price without any prior formal notice being necessary. Additional compensation may be claimed, on supporting documents, when the recovery costs incurred exceed the amount of the lump sum compensation.

 

ARTICLE 3: BENEFITS

 

The services to be provided are those clearly stated on the estimate. Thus, any service not stated will not be included and will be the subject of an additional estimate.

The travel necessary for the proper performance of the contract may be invoiced to the Customer, in the same way as the overtime worked by the teams necessary during filming, accommodation or other purchases and expenses necessary for the production.

 

 

 

ARTICLE 4: FORMATION AND EXECUTION OF THE CONTRACT

The validation of the quote by the Customer implies acceptance of the general conditions of sale and serves as an order form. This must be accompanied by a deposit of 50% of the total price of the services to be provided when the estimate exceeds €3,000 (three thousand euros). The work will only begin when the estimate, the 50% deposit paid and the documentary, graphic and textual elements necessary for the proper performance of the contract are available to TYDÉO.

For each stage of the project, the Customer undertakes to transmit to TYDEO its validations in a clear and explicit manner, by sending an e-mail or a dated and signed letter. The lack of validation or request for modification of the achievements by the Customer exonerates TYDEO from any liability in this respect. Thus, the deadlines initially provided do not take into account the response times of the Customers. TYDEO can only undertake to respect the production times provided for in the estimate/purchase order. Any request for modification must be made in writing, in a clear and explicit manner. The work carried out implies that the sums corresponding to this work are due.

 

ARTICLE 5: SUBCONTRACTING / NON-POACHING

TYDEO is authorized, without contrary written instructions from the client, to subcontract all or part of the work ordered by the client.

Each of the parties is expressly prohibited from soliciting with a view to hiring or hiring directly or indirectly any member of the staff of the other party throughout the duration of the services and for a period of twenty four (24) months from of their end. Similarly, the Customer is prohibited from hiring or contracting directly or indirectly with any subcontractor to which TYDEO would have called for the performance of the customer's services throughout the duration of the services for a period of twenty four (24) months from from their end.

 

ARTICLE 6: TERMINATION OF THE CONTRACT

 

In the event of termination of the contract before its term by the Customer, the latter formally undertakes to regularize and remunerate the amounts relating to the current schedule, to the posts carried out or in progress, as well as to the additional services carried out. All copyrights remain the exclusive and entire property of TYDEO, with the exception of the data that will have been provided by the Customer and the arts purchased. Any creation by TYDEO cannot be claimed by the Customer without a financial contribution specifically intended for the purchase of transfers. All original works remain the property of TYDEO, as well as rejected projects. TYDEO reserves the right, in all circumstances, to proceed with the cancellation of all or part of the order due to contravention of public order or morality or any legal and regulatory provision. In this context, the cancellation will be considered as a request for termination and will entail the same rights relating thereto. TYDEO also reserves the right not to execute this order or to execute it only partially in the event of absence of full payment of an invoice that has expired, bankruptcy or notorious insolvency of the Customer. Finally, in accordance with article 1134 of the Civil Code, the obligations arising from the contract must be performed in good faith. Otherwise, TYDEO may cancel the order. The latter will be considered as a request for termination and will entail the same rights relating thereto.

 

ARTICLE  7: THE CUSTOMER

 

The Customer undertakes to provide accurate and sincere information and undertakes to notify TYDEO of any change concerning the data provided and will be solely responsible for any malfunctions that may result from incorrect information. The Customer undertakes, for better collaboration between the parties, to designate a project manager, thus allowing to have a single point of contact with TYDEO. In addition, to enable TYDEO to carry out its mission under the best conditions, the Customer undertakes to:

- draw up detailed specifications which will not be modified, except with the agreement of the parties

- provide all the documentary, graphic and textual elements necessary for the proper performance of the contract

- have the necessary rights on the elements provided to TYDEO in the context of carrying out its mission

- be an active interlocutor in order to allow a creation or a production as soon as possible

The Customer is exclusively responsible for the quality and content of the images that he provides to TYDEO, which declines all responsibility with regard to the costs or material/corporal damage that could be caused by the implementation, use and distribution of productions produced by TYDEO and delivered to the Customer. Finally, the Customer guarantees TYDEO for any direct or indirect damage caused to its facilities or those of its subcontractors by defects and viruses that may be present in the equipment that TYDEO sends to it.

TYDEO undertakes to inform the Customer of the progress of the realization of the project and this in particular through validations submitted to the Customer. TYDEO cannot be held responsible for errors due to information that is incorrect, incomplete or not submitted in time by the Customer.

 

ARTICLE 8: WARRANTY – LIABILITY:

 

The customer is solely responsible for the content of the visual, audiovisual and/or digital production work that he orders from TYDEO. All duties, taxes and levies levied on the fixing of the reproduction or the broadcasting of the sound production are the responsibility of the customer except for other elements made available by TYDÉO which are free of rights. The customer will be personally responsible for the acquisition of all rights of reproduction, adaptation, distribution, representation, all literary and artistic property rights whatsoever as well as all industrial property rights. concerning all technical elements (including distinctive signs, visual and/or sound works) and more generally concerning the sound production work. The customer guarantees TYDÉO against all recourse, whatever they may be, emanating from any third party, in any capacity whatsoever, from the production and/or distribution of the sound and audiovisual production work. TYDEO disclaims all liability in this regard. In any case, TYDEO reserves the right to refuse any technical element communicated by the customer.

 

ARTICLE 9: OWNERSHIP OF THE WORK PERFORMED

 

According to the Intellectual Property Code, the moral right of a creation is attached to its creator in a perpetual and imprescriptible manner. As a result, only reproduction and representation rights will be transferred to the Customer, after payment of all invoices. All of the production and the reproduction and representation rights relating thereto, subject of the order, remain the full and exclusive property of TYDEO as long as the invoices issued by it are not paid in full by the Customer, up to the total amount of the order and any amendments concluded during the service. As a corollary, the Customer will become the de facto owner of the production and the rights transferred from the final payment and settlement of all the invoices issued by the company TYDEO within the framework of the order. Unless otherwise stated on the estimate, the production files, sources and rushes remain the property of TYDEO. Only the finished product will be sent to the Customer. In the absence of such mention, and if the Client wishes to have the sources of the documents and rushes, an amendment to this document must be requested and will be subject to additional invoicing. It should be remembered that an idea proposed by the Customer does not constitute, in itself, a creation and is not subject to copyright.

 

ARTICLE 10: STORAGE OF RUSHS

 

The rushes used are kept for one (1) month after delivery of the project to the Client. During this period, the Customer may ask TYDEO for an estimate for the storage of the rushes over the period of his choice. The unexploited rushes are, for their part, destroyed upon validation of the project, unless expressly requested in advance by the Client. The rushes remain the entire and exclusive property of TYDEO. At the express request of the Customer, TYDEO may establish the estimate corresponding to the transfer of ownership for the benefit of the Customer.

 

ARTICLE 11: RIGHT OF PUBLICITY

 

TYDEO reserves the right to mention the achievements made on behalf of its Client or the client's principal on external communication and advertising documents (website, portfolio, social network, etc.) and when canvassing business development. However, the Customer may request by simple written request, against financial compensation up to 7% of the total cost of the service for loss of earnings due to the lack of visibility, the non-publication of the achievements.

 

ARTICLE 12: FORCE MAJEURE

 

The parties cannot be held responsible or have failed in their contractual obligations when the failure to perform the respective obligations originates in force majeure. The contract is then suspended until the extinction of the causes having generated the force majeure. Force majeure means any irresistible facts or circumstances, external to the parties, unforeseeable and beyond the control of the parties. TYDEO cannot be held responsible in the event of equipment malfunction when it has been assessed that this malfunction is caused by force majeure.

 

ARTICLE 13: COPYRIGHT AND COMMERCIAL NOTICE

 

Unless explicitly stated otherwise by the Client, TYDEO reserves the right to include in the production a commercial statement clearly indicating its contribution, such as the words "Made by TYDEO" or "Made by TYDEO", accompanied when the medium allows it by a link hypertext pointing to the commercial site of its activity (www.tydeo.fr), or its logo. In the event of refusal, the Customer must send TYDEO a registered letter with AR motivating his refusal to distribute. The dissemination of images is only for promotional, advertising and non-profit purposes. However, the Customer may request by simple written request, against financial compensation up to 7% of the total cost of the service, the non-publication of the achievements.

 

ARTICLE 14: COMPLAINT AND ELECTION OF DOMICILE AND JURISDICTION:

 

Any customer complaint concerning TYDEO's services must be sent by registered letter with acknowledgment of receipt within 7 days of delivery of the work. Any dispute that may arise between the customer and TYDEO arising from the formation, execution or interpretation of the contract will fall under the exclusive jurisdiction of the commercial court of BREST (29).