General Terms and Conditions of Sale (GTCS)
1. Scope of application
These General Terms and Conditions of Sale (GTC) apply to all subscriptions for graphic design services offered to professional clients by Dafolle, a brand operated by VERITY STUDIO, a simplified joint-stock company with a capital of 500 euros, registered with the Paris Trade and Companies Registry under number B 900 453 333, located at 37 rue du Ranelagh, 75016 Paris, France.
2. Subscription and services
Dafolle offers automatically renewing monthly subscriptions, providing various levels of graphic design services. The specific details of the available services are outlined upon subscription.
3. Order and payment of the subscription
3.1 Order: The subscription is activated upon written confirmation from the Client, including by electronic means. 3.2 Payment: Payment is due in full and in advance at the beginning of each service month. Late payments will result in a suspension of services until regularisation, as well as penalties of three times the legal interest rate and a flat fee of 40 euros for recovery costs.
4. Client Obligations
The Client is required to provide all necessary elements for the completion of services in the form of a complete brief and organized documents. Dafolle reserves the right to refuse to process massive and disorganized data. The Client must adhere to the established hours and modes of communication, and maintain respectful conduct towards Dafolle's teams. Contacts outside of working hours are reserved for cases of force majeure.
5. Intellectual property
License of use: The Client is granted a non-exclusive license, on French soil, to use the deliverables created in the context of its business activities, in accordance with Article L131-1 of the French Intellectual Property Code. This license is limited to the Client's internal use and does not permit resale, distribution, or use for commercial purposes by third parties without the prior written consent of the Provider. Unless expressly stated otherwise, the Contract does not entail any transfer of intellectual property rights associated with the Services in favor of the Client. VERITY STUDIO remains the holder of the intellectual property rights relating to the Services performed under the Contract. Similarly, all plans, documents, technical data, notices, samples, or any other documents provided to the Client in the execution of the Contract by VERITY STUDIO, as well as, where appropriate, the related intellectual property rights, remain the exclusive property of VERITY STUDIO. Consequently, the Client only acquires, through the payment of the price as stipulated in the Contract, a right to use the results of the Services protected by the intellectual property rights of VERITY STUDIO. For any other use, the Client must contact VERITY STUDIO to define the terms, particularly financial ones. The Client guarantees that all elements provided to VERITY STUDIO in the context of performing the Services do not infringe on the intellectual property rights of third parties. It indemnifies VERITY STUDIO against any consequence of any kind (including legal fees, attorney's fees, damages and interest, and compensation...) in the event that VERITY STUDIO's liability is pursued by a third party. The Client authorizes VERITY STUDIO to use its name and logo as a commercial reference.
6. Personal data
Dafolle is committed to protecting the Client's personal data and processing it in accordance with the applicable regulations on personal data protection.
7. Subcontracting
To successfully carry out its missions, VERITY STUDIO may engage subcontractors of its choice and/or use staff made available to it under the conditions set out in articles L. 8241-1 and following of the Labour Code.
8. Non-solicitation
Non-solicitation of personnel: During the duration of this contract, as well as for one year following its expiration or termination, the Client agrees not to solicit, hire, or in any way induce to leave their position, whether directly or indirectly, any employee or service provider of Dafolle, currently employed or who has left the company within the twelve months preceding the end of the contract. This prohibition also applies to the engagement of these individuals as consultants or under any other professional status. Penalties for non-compliance: In case of violation of this non-solicitation clause, the Client will owe Dafolle a lump sum of 50,000 euros. This amount is due without prejudice to Dafolle's right to claim additional damages to cover the full extent of the harm suffered.
9. Exclusivity
The services provided by Dafolle are non-exclusive. The Provider can offer its services to other clients, while respecting the commitments made to each client.
10. Limitation of liability
Dafolle is subject to an obligation of means and not of result. Its liability in case of failure is limited to the amount of payments made by the Client for the relevant period.
11. Pausing the subscription
The Client can pause their subscription by notifying Dafolle at least two weeks in advance. The pause cannot exceed one month and must observe a minimum interval of six weeks between two pause periods.
12. Duration and termination
12.1 Duration of the subscription: The subscription with Dafolle is offered with fixed duration options of 3, 6, or 12 months, each of which is automatically renewable at the end of each commitment period, unless otherwise notified by the Client before the end of the current cycle. 12.2 Termination by the Client: The Client may terminate their subscription at the end of the commitment period by providing two weeks' notice before the end of the current cycle. If the Client chooses to terminate their subscription before the end of the commitment period, they are required to pay the full amount remaining due for the committed period. 12.3 Termination by Dafolle: Dafolle reserves the right to terminate the subscription for non-payment or serious violation of these General Terms and Conditions after giving the Client a ten-day notice to rectify the situation. If the situation is not rectified within the given time frame, the termination will become effective immediately. 12.4 Effects of termination: Upon termination, all amounts owed by the Client until the end of the commitment period remain immediately payable. Termination does not exempt the Client from their obligation to pay the subscription fees due until the end of the commitment period.
13. General provisions
These General Terms and Conditions are governed by French law. Any dispute related to their interpretation or execution is subject to the jurisdiction of the courts of Paris.
14. Amendment of the General Terms and Conditions
Dafolle reserves the right to modify these terms and conditions at any time. The changes will take effect as soon as they are published on the Dafolle website and will apply to subscriptions renewed after that date.