TERMS AND CONDITIONS OF SALE FOR LUWN AGENCY SERVICES
Date and time of last modification: 18/06/2023 at 18h46
The signing of a quotation (sent by e-mail, fax, post or hand-delivered) implies unreserved acceptance of these terms and conditions of sale, which are intended to govern the contracts concluded between LUWN Agency and its Clients.
Article 1: Definitions
“LUWN Agency” refers to the company LUWN Agency, SIRET 88199875100013 located at Calle del Castillo – 15A / 38002 Santa Cruz de Tenerife (Spain – Canary Islands).
“Client” refers to any individual or legal entity signing a quote issued by LUWN Agency.
Article 2: Purpose
The purpose of this document is to define the general terms and conditions of sale and the terms and conditions under which LUWN Agency provides services to its Clients. These general terms and conditions of sale comprise 15 articles.
The main characteristics of the services offered by LUWN Agency are detailed on the website accessible at www.luwn.net, which the Client acknowledges having read.
Quotations act as purchase orders, in paper or electronic format, and together with the present document constitute the contracts between LUWN Agency and its customers.
Article 3: Duration of LUWN Agency’s offers
The contract is taken out for a period of one year from the date it takes effect, as defined in article 9 below.
In the case of recurring services (digital marketing management, website maintenance, etc.), the contract will be renewed by tacit agreement under the same terms.
Concerning all the work:
Transfer of ownership
LUWN Agency undertakes to transfer to the Customer, once the service has been paid for in full by the Customer, all its intellectual property rights to the work carried out on behalf of the Customer (creation, identifiers, source code, databases, etc.).
The Client authorizes LUWN Agency to quote on its own communication media (website, brochures, etc.) the elements (name, logo, etc.) that identify the Client for reference purposes.
If the customer does not wish to be mentioned as a reference, he will have to pay a fee of €1,000 excluding VAT, to keep the contract entirely private.
In the event that LUWN Agency provides the Customer with a work schedule, this is provisional and takes particular account of: a response time from the Customer of less than 2 working days to all e-mails from the agency; a maximum of 3 return visits to the functionalities.
In addition, any delay in the delivery of content in relation to the schedule initially agreed verbally or in writing will have an impact on the overall duration of the project. The customer may not complain about late delivery if the contents have not been delivered in their entirety within the original delivery period.
A. Concerning website creation :
A.1 – Domain names and hosting
LUWN Agency does not verify the legality of the domain names entrusted to it and the Client certifies that he is the owner of the rights (trademark, etc.) necessary for the purchase and management of the domain name(s). The Customer is the owner of the domain name reserved for him/her, LUWN Agency acting only as a technical intermediary with the naming organizations. The Customer agrees to register and use the domain name in accordance with current legislation and the legal rights of third parties. LUWN Agency cannot be held responsible for the unavailability of an ordered domain name.
However, LUWN Agency offers the possibility of managing web hosting and domain names for a service fee, for hosting and related services (email boxes, domain names, etc.).
A.2 – Specifications
In order to carry out the projects, the Client must send LUWN Agency precise and exhaustive technical specifications. On this basis, LUWN Agency will draw up an estimate which will become the reference document for the project. Items mentioned in the expression of need, the specifications or verbally, but not explicitly mentioned in the quotation, are not included in the project scope. In the absence of details in the quotation, LUWN Agency will make the technical and functional choices according to its experience, without these being contestable by the Client.
A.3 – Website
Whenever necessary, LUWN Agency will submit to the Client “mock-ups” of the work to be supplied, showing its visual appearance.
Mock-ups will be made using the time specified in the quotation, with a maximum of 3 iterations per mock-up, unless otherwise specified in the quotation. In the event of additional iterations, an additional estimate will be drawn up by LUWN Agency, subject to acceptance by the Customer. If the additional estimate is rejected, work will continue on the basis of the customer’s validation of one of the versions of the mock-ups already produced.
Once the customer has accepted the mock-ups (by e-mail, fax or post), any request to modify the visual and functional aspect of the projects concerned will be subject to an additional quotation, subject to the customer’s acceptance. If the additional estimate is rejected, the work will continue on the basis of the Customer’s initial validation.
A.4 – Contract approval and amendment
If for any reason the Client, during the performance of the contract, validates work carried out by LUWN Agency (by telephone, e-mail, fax or post) and subsequently reverses its decision, such request or objection will lead LUWN Agency to draw up an additional estimate for the extra work involved, subject to the Client’s acceptance. If the additional estimate is rejected, the work will continue on the basis of the Customer’s initial validation.
If, for any reason whatsoever, the Customer should, during the course of the contract, formulate a new request that does not comply with the specifications or an objection that calls into question the work already carried out, such a request or objection will lead LUWN Agency to draw up an additional estimate, subject to the Customer’s acceptance. If the additional estimate is rejected, work will continue on the basis of the original scope.
A.5 – Browser and mobile device compatibility
The websites set up by LUWN Agency function correctly on the latest versions of Edge, Firefox, Chrome and Safari browsers (version current at the date of signature of the contract), with rendering differences necessarily remaining. LUWN Agency cannot guarantee the compatibility of the site developed on all browsers and mobile devices. In particular, LUWN Agency does not guarantee the compatibility of the site developed on Internet Explorer (a browser not recommended by its publisher, Microsoft, as it does not support the new web standards).
It takes several weeks from the time a site goes online to its appearance in search engine results. LUWN Agency cannot guarantee any delay or search engine ranking.
A.6 – Dysfunction guarantee
LUWN Agency will correct any bugs or malfunctions identified and reported by the Customer within one month of the website going online. Changes notified after this deadline will be subject to an additional quotation, subject to customer acceptance.
A.7 – Updating the site
LUWN Agency may intervene after delivery of the site within the framework of a maintenance contract or invoicing on a time spent basis. Any intervention on site other than the repair of malfunctions described above will be invoiced separately.
A.8 – Backup
LUWN Agency does not keep backups of websites and other work carried out for its Clients. In the event of data loss, LUWN Agency is under no obligation to restore any data that may be lost. However, in order to offer our customers an option for backing up and protecting their data, we offer an additional service. Customers can subscribe to our secure backup service, for a fee that depends on the size and complexity of their project. With this option, LUWN can create backup copies of your site and store them on secure servers around the world. This solution guarantees the availability of your data in the event of technical problems or unforeseen losses, offering additional peace of mind.
B. Concerning Google Ads campaigns:
B.1 – Google Ads budget and Ads personalization:
The Customer acknowledges and agrees that the budget specified in this contract includes campaign expenses for Google Ads. LUWN Agency undertakes to use reasonable efforts to personalize advertisements to target them to appropriate persons who may be interested in the Client’s services.
B.2 – No guarantee of specific results :
The Customer understands and accepts that the mentioned budget does not guarantee in any way the achievement of a specific number of clicks, customers, sales or concrete results in the Google Ads campaign. Campaign results can vary depending on a number of factors, including market competition, the quality of advertising content and the preferences of the target audience.
B.3 – Variability of Costs per Click :
The Customer acknowledges that the cost per click (CPC) of ads created and managed via Google Ads may vary depending on several factors, such as keyword demand, ad quality and bidding strategies used. LUWN Agency cannot guarantee fixed costs per click and reserves the right to adjust bidding strategies according to changing market conditions and online advertising best practices.
B.4 – Approval of additional expenses :
In the event that Google Ads costs exceed the agreed budget due to unforeseen circumstances or changes in advertising strategy, LUWN Agency will inform the Client of these changes and seek the Client’s prior approval for the additional costs before they are implemented.
B.5 – Termination of the Contract:
If the Customer decides to terminate this Contract before the end of the Google Ads campaign period, the Customer will be liable for expenses incurred up to the date of termination, in accordance with the terms and conditions of this Contract.
Article 5: Obligations and responsibilities of the Customer
Data supplied by the Customer
The Customer shall supply all text content in electronic format (Word, Powerpoint or e-mail file). Audio and video material will be supplied in digital format.
The data sent must be final versions. Any request to modify site content already integrated into the site will be billed by the hour at a rate of €50 (excl. VAT) per hour spent.
The Client undertakes to cooperate actively with LUWN Agency by providing it with the information necessary to carry out the commissioned work. In the event of non-compliance with this commitment, LUWN Agency reserves the right to terminate the service after 3 written reminders (by email, fax or post) and 3 months from the signature of the quotation. LUWN Agency may then demand payment of the full amount stipulated in the signed quote.
Rights and legality
The Client guarantees that its activity is legal and that the activities presented on the communication media set up by LUWN Agency comply with legislation.
The Client guarantees that he owns all rights to all elements provided to LUWN Agency as part of the project (trademarks, images, text content, concepts, contact list for emailing, etc.).
The Client will be solely responsible for the editorial content of its communication media.
The Client agrees to release LUWN Agency from any liability concerning the services or information, signs, images, graphics, sounds or any other multimedia data it makes available to users. In particular, the user shall be solely liable for any act of counterfeiting, parasitism or infringement of intellectual property rights, and more generally for any direct or indirect material or physical injury caused by the use of the services. He shall be responsible for any dispute that may arise between himself and any third party to the present contract. Should LUWN Agency nevertheless be held liable by a judicial authority, it undertakes to compensate LUWN Agency for any loss resulting from a fault on its part.
The Customer undertakes to pay all invoices on time.
Article 6: LUWN Agency’s obligations and responsibilities
LUWN Agency undertakes to do its utmost to carry out the services ordered by the Customer, but does not accept any obligation to meet deadlines, unless otherwise agreed. LUWN Agency’s performance of the work is subject, in particular, to the provision by the Client of the information required to complete the order.
LUWN Agency cannot be held responsible for the loss of documents required for the execution of the services ordered. The customer is obliged to send only copies or documents with no replacement value.
LUWN Agency cannot be held liable in the event of (i) intrusion on the customer’s site (and its various pages and contents) or the administration interface of the customer’s site, (ii) access to servers hosting source files, databases and, more generally, customer data, (iii) hacking of the Customer’s electronic mailboxes, and (iv) a computer virus attack on the Customer’s website.
Limits of liability
LUWN Agency cannot be held liable for more than the amounts paid by the customer under the contract, whatever the cause.
Access by the Client or a service provider to the source code developed by LUWN Agency releases LUWN Agency from all liability for any subsequent malfunctions.
Article 7: Data processing
LUWN Agency and the Customer undertake to keep confidential all information and documents concerning the other party, of any nature whatsoever, whether financial, technical, social or commercial, to which they may have had access in the course of performing the service. The foregoing provision shall not prevent LUWN Agency from mentioning in its advertising or commercial documents or commercial offers all orders carried out, with the possibility of mentioning the Client’s company name and the purpose of the service. This possibility does not confer on LUWN Agency any right whatsoever over the Client’s trademarks other than those mentioned above.
If LUWN Agency is required to process data on behalf of the Client, such processing will be carried out as a subcontractor of the Client. LUWN Agency may only be held liable in this capacity.
Personal data provided by the Customer (e-mail address, telephone number, etc.) may be used by LUWN Agency for communication purposes (sending of newsletters, sales proposals, etc.). Personal data can be deleted at the customer’s request by e-mail to firstname.lastname@example.org.
Article 8: No poaching
Each of the parties agrees not to make direct or indirect offers of employment to any employee of the other party who has worked on the services covered by the contract, or to take such employee into its service, under any status whatsoever, without prior written agreement. This waiver is valid for a period of three years from the date of the collaborator’s intervention. In the event of a breach of articles 7 and 8, the party in question will be required to pay a penalty of 30,000 euros.
Article 9: Effective date
The present contract takes effect upon signature of the quotation, in paper or electronic format.
Article 10: Financial terms
In consideration of the services provided, the Client agrees to pay LUWN Agency any amount mentioned on the signed quotation in accordance with the terms specified in this document. The rates for these services are those mentioned in the paper or electronic quote. They include all taxes and are payable in euros (€). They are payable according to the due dates specified in the quotation.
All LUWN Agency invoices are definitively accepted by the Client if they are not contested within 8 days of receipt by registered letter or by email detailing the reasons for the contestation.
In application of article L 441-16 of the French Commercial Code, any default or delay in payment will result in the payment of late payment penalties at the rate of 15% per annum, as well as the immediate suspension of LUWN Agency’s services, pending regularization by the Client.
Article 11: Termination
LUWN Agency reserves the right to terminate, after written notification (by email, fax or post), ipso jure and without compensation of any kind, the present contract in the event of breach of any of the clauses of the preceding conditions.
If the contract is terminated at the customer’s initiative, part of the fee will be due in proportion to the work carried out, with a minimum of 40% of the total amount of the signed quotation.
Article 12: Assignability of the contract
LUWN Agency reserves the right to assign, transfer or contribute to a third party, in any form whatsoever, the rights and obligations arising from the present contract.
Article 13: Force majeure
Neither party shall be liable to the other for non-performance or delay in performance of any obligation under this contract caused by the other party following the occurrence of a case of force majeure as generally recognized by jurisprudence.
Article 14: Modification of the General Terms and Conditions of Sale
The present General Terms and Conditions of Sale may be subject to modification. Modifications to the general terms and conditions take effect when they are published on the website, at which point the customer is deemed to have taken cognizance of them. In the event that the client informs LUWN Agency that he/she does not agree with the modifications, LUWN Agency reserves the right to terminate this contract in the sense and under the conditions of article 11.
Article 15: Applicable law and jurisdiction
Any dispute arising out of or in connection with this contract shall be resolved in accordance with the Paris Commercial Court.