Article 1: Definition of Terms
Contractor: refers to Max Schleiffer, whose registered office is located at 10 rue du Faubourg de Pierre – BP 248 – 67000 Strasbourg, SIRET 528 413 669 00052, Code APE 7021Z. Max Schleiffer is not affiliated with any third party company or online service.
Client: refers to the natural or legal person who has ordered a Service from Max Schleiffer.
Beneficiary: refers to the natural or legal person who is the recipient of a Service subcontracted by the Client to Max Schleiffer.
Service: refers to the Service ordered by the Client and described in the Contract.
Contract: The contract consists of the commercial proposal, the quotation (or quotations) signed by the Client, as well as these general terms and conditions of sale, and any amendments to the quotations.
Article 2 : Definition of the subject matter
The purpose of these terms and conditions of sale is to define the obligations and rights concerning the various Services offered by the Contractor.
These terms and conditions of sale can be viewed on www.maxschleiffer.com/terms.
The Client or his Beneficiary acknowledges the possibility of reading them and being able to copy them at any time.
Article 3: Signature, entry into force and duration
The unrestricted approval of the Contract by the Client shall be deemed to have been granted when the Client has signed a quotation submitted by the Contractor.
The Client and the Contractor have agreed that any acceptance, expressed or confirmed by email, shall be equivalent to a signature on the same basis as his handwritten signature and shall therefore be legally binding.
The parties agree that printing the email from the email application provides valid proof of the content of the exchanges.
The parties shall save and copy in the most appropriate and secure manner possible the e-mails, letters, relating to the subject matter hereof.
These terms and conditions of sale represent all the commitments existing between the parties.
They replace and cancel any previous oral or written commitments relating to the subject matter hereof.
Article 4 : Client’s liability
The Client agrees to provide accurate, sincere and current information to the Contractor for all information necessary to perform his Services. The Client makes it his duty to update this information if necessary.
The Client remains solely responsible in the event of any failure to operate related directly or indirectly to the information provided to the Contractor.
The Client remains solely responsible for the data published on his online presence or his Beneficiary’s (for example and without being limited to: website, blog, social media page) and will take care to check that the content is totally appropriate and respects the legislation in force. The Contractor accepts no responsibility for the content that will be provided or published on the Client’s or his Beneficiary’s online presence.
If the Client’s or his Beneficiary’s online presence allow private and personal information to be collected, the Client or his Beneficiary commits to comply with all legal and regulatory requirements in force regarding data collection and processing in the countries of the targeted audiences.
The Client or his Beneficiary certifies that he owns the copyrights necessary to the performance of the Service, including the graphics provided to the Contractor. It is reminded as an indication that the modification of a work is considered as copyright infringement if the author of the said work has not transferred the right of modification relating to this work. The Client or his Beneficiary acknowledges having read the warnings issued concerning intellectual property laws and the penalties that may be incurred for their violation.
The Client or his Beneficiary, aware that his online presence can be accessible to people of all ages, nationalities, ethnicities, genders or confessions, will refrain from any allegation that may offend. The content of the online presence must comply with public order, morality and applicable regulations.
The Contractor is authorised to refuse any request from the Client or his Beneficiary that does not comply with this principle and may, without prior notification, suspend, interrupt or cancel access to a website, online page, online message that is contrary to morality or public order.
The Client or his Beneficiary guarantees the Contractor against any action or sentence it may have to bear as a result of the Client’s or his Beneficiary’s failure to comply with the stipulations of this article.
Thus, the Client or his Beneficiary shall be fully liable for any action by third parties against the Contractor as a result of the latter’s posting online. He commits himself to compensate the Contractor for all costs or convictions, of any nature whatsoever, that it may have been incurred to bear, related to the content put online, whether by the Client or his Beneficiary or the Contractor following the Client’s request.
The Client must pay the price of the Services provided by the Contractor and pay the price of any complementary or additional Services that he may require during the performance of the present Contract.
Article 5 : Contractor’s liability
The Contractor commits to do everything possible to provide the Client or his Beneficiary with the requested Services under the best conditions. The Contractor may only be held liable to the Client or his Beneficiary for established facts that are exclusively attributable to him. However, it is an obligation of means and not an obligation of result.
The Contractor keeps the right to temporarily suspend the access to his services for technical or maintenance reasons without these operations giving the right to compensation. The Contractor commits to limit, to the maximum of his possibilities, this type of interruption.
The Contractor does not recognize any warranty for the Services granted free of charge and declines any obligation, liability or possibility of compensation on any grounds whatsoever.
The Contractor cannot guarantee that the results obtained through the Services implemented will continue beyond the performance of these Services.
The Contractor does not commit to secure the data on the Client or his Beneficiary’s website, nor to make backups, and shall not be held liable for any complete or partial loss of the data.
When running advertising campaigns on social media, the Client or his Beneficiary assumes full responsibility concerning the setup of the advertising campaigns by the Contractor: budget, bids cap, conversion tracking, ads content, broadcast schedule, targeted locations or any other campaign criteria, selected and excluded. In addition, the Contractor may under no circumstances be held liable for unsatisfactory campaign results if the Client or his Beneficiary modifies or deletes by himself the optimizations set up or recommended by the Contractor.
The Contractor commits to:
- give full details to the Client or his Beneficiary regarding the implementation of his Services ;
- ask the Client or his Beneficiary about his actual needs ;
- draw the Client or his Beneficiary’s attention to any errors he may have made, as well as to the difficulties and limitations that may arise from the various strategies and actions pursued online ;
- warn the Client or his Beneficiary of the difficulties that may be encountered in the implementation of the various strategies and marketing actions online.
The Contractor commits to guide the Client or his Beneficiary in his choices through the Service he benefits from and to indicate the most appropriate actions to take.
Article 6 : Rates
The rates for each Service provided by the Contractor are available on request. The rates indicated, unless otherwise stated, are expressed in US dollars, Euros and British pound, exclusive of tax. The net rate to be paid by the Client is payable in one of these three currencies only, specified on the invoice.
In certain cases, the Client may, at his request, benefit from payment facilities (down payment or monthly payments).
The Contractor keeps the right to change his rates at any time. The Client or his Beneficiary agrees that the Contractor may, of his own right, modify his rates on condition that he has been informed in advance. If the Client or his Beneficiary does not dispute these new rates, they shall be deemed to have been definitively and irrevocably accepted by the Client or his Beneficiary.
Article 7 : Timeframes
When a Contract is established, the Client or his Beneficiary will be informed of the timeframe necessary for the performance of the various Services ordered. The Client or his Beneficiary then commits to transmit all the requested elements within a reasonable period of time. The Contractor cannot, under any circumstances, be held responsible for any delay caused by the non-transmission of any element necessary to the proper performance of the Services.
When performing a Service, in the absence of the necessary elements to successfully carry it out, the Contractor will be forced to suspend the Service until the requested elements have been received. Any payment of the Service made by the Client may not be refunded and no refund may be claimed by the Client.
Article 8 : Payment
The Contractor’s terms of payment are stipulated on each quotation or invoice. Once the quotation is accepted, the Client agrees to comply with these terms of payment.
The payment of a Service subject to periodic renewal will be made upon receipt of each invoice for the reference period.
The payment term is usually less than or equal to 30 calendar days, and may vary depending on the nature of the Service. In all cases, the Client must refer to the due date specified on the invoice.
The Contractor will begin to perform the service upon receipt of:
- partial payment of the Service, in the case of a down payment on the total amount of the order ;
- total payment of the Service, in the case of a monthly payment.
Article 9 : Late payment
In accordance with applicable laws, late payment penalties are due on the day following the due date indicated on the invoice, in cases where the amounts due are paid after that date. The penalty interest rate for late payment is 15% and penalties calculation is as follows:
amount due incl. VAT × interest rate × (number of days in arrears / 365)
In the event of a late payment or payment incident, the Contractor keeps the right to suspend the performance of the Service. The fact of suspending the Service does not exempt the Client from payment of all amounts due and any additional penalties applied.
In the event of charges invoiced to the Contractor by his banking institution for non-payment attributable to the Client, all such charges shall be invoiced and paid fully by the Client as soon as possible.
Article 10 : Termination
The Contractor shall be entitled to terminate the Contract by registered letter with advice of delivery or equivalent, immediately and without delay, in the event that the Client or his Beneficiary does not comply with any of the obligations of the Contract.
The Client may terminate the Contract by notifying the Contractor by registered letter with advice of delivery or equivalent.
In the event that the Client terminates this contract, the latter must pay a 20% share of the amounts corresponding to the Services not yet performed.
Any Service may not be terminated while in progress, except with the prior joint agreement of the Client and the Contractor.
This termination do not entitle to any refund or credit note. The termination implies payment by the Client of his financial obligations towards the Contractor. Any started invoicing period remains due.
Article 11 : Rights Assignment
The entire production relating to the Services remains the sole and exclusive property of the Contractor as long as the invoices issued by the Contractor are not paid fully by the Client, up to the total amount of the order and any amendments concluded during the performance of the Services. As a corollary, the Client or his Beneficiary will become the de facto owner of the rights assigned as from the ﬁnal payment and settling all invoices issued by the Contractor within the scope of the Contract.
Article 12 : References to Client
The Client or his Beneficiary authorizes the Contractor to mention his name or company name in his own communication, for reference purposes and self-promotion.
Article 13 : Force majeure
The parties shall not be liable in case of force majeure and in particular in the event of failure of the public electricity distribution network, strikes, wars, attacks, storms, earthquakes, failure of the public telecommunications network, loss of Internet connectivity due to public or private operators, and its effects.
If the Force Majeure Event has an existence of more than forty days, it would entitle either party to terminate this contract. This type of termination must be notified by letter with advice of delivery and would take effect ten days after receipt of the letter, without compensation and without prejudice of the remaining amounts due as well as any compensation and interest.
Article 14 : Severability of clauses
The nullity, lapse, lack of binding force or unenforceability of any of the stipulations of these general terms and conditions of sale shall not entail nullity, lapse, lack of binding force or unenforceability of the other stipulations which shall retain all their effects.
Article 15 : Confidentiality
The Contractor shall keep confidential any information of any kind that has been transmitted to him by the Client or his Beneficiary during the performance of the Service, including all the elements at his sole discretion. The obligation of confidentiality shall continue beyond the end of the Contract, regardless of its cause, for an unlimited period of time.
The Client or his Beneficiary shall keep confidential any information of any kind that has been transmitted to him by the Contractor or that he may have become aware of during the performance of the Service, including all the elements at his sole discretion. The obligation of confidentiality shall continue beyond the end of the Contract, regardless of its cause, for an unlimited period of time.
Article 16 : Update of the terms
The Contractor is committed to regularly update these terms and conditions of sale in order to take account of any jurisprudential or technical changes in the law.
The Contractor keeps the right to modify at any time and without notice these terms and conditions of sale. Only the latest version prevails and is available at the address: www.maxschleiffer.com/terms.
Article 17 : Applicable law
These terms and conditions of sale are subject to French law, to the exclusion of any other legislation.
Article 18 : Disputes
This Agreement is subject to French law. Any dispute that may arise between the parties concerning the formation, execution or interpretation of this Contract shall fall within the exclusive jurisdiction of the Tribunal de Strasbourg, unless a mandatory legal provision confers jurisdiction to another court.