1 – GENERAL
Except in the case of special written agreements, the sales and services of PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. imply the unrestricted acceptance of these General Conditions, which prevail over the general conditions of the Client.
2 – FORMATION OF THE CONTRACT AND RENEWAL
When a special agreement is drawn up with the Client, it constitutes the special conditions modifying or supplementing the present General Conditions.
On expiry of the initial term of the Contract and the subsequent renewal periods, the Contract will be tacitly renewed for periods of 12 months each, unless terminated by either party by giving six (6) months’ notice before the end of the Contract notified by registered letter with acknowledgement of receipt.
3 – PRICES
Prices are stated exclusive of tax and, unless otherwise agreed, prices on quotations are valid for 1 month. After this period, PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. reserves the right to modify the financial conditions of the offer.
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U., each year on December 31st, will revalue its tariffs, according to the evolution of the INSEE index of consumer prices during the considered year, with a minimum of 2% per year.
4 – DELAYS
Execution or delivery times are given as an indication and will be confirmed by the acknowledgement of receipt at the time of order.
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S. does not recognise the validity of penalties for late delivery or execution unless it has approved the terms.
Late payments or cases of force majeure and, more generally, any cause not of its own making release PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S. from the observance of delivery or execution deadlines and exonerate it from any contractual responsibility.
5 – PAYMENT CONDITIONS
Unless otherwise stipulated in the contract:
– for start-up or setup fees, the invoice is issued upon signature of the contract for immediate payment.
– for rentals, the invoice is issued at the beginning of the month of service for payment at the end of the month.
In the event of non-payment of any of the instalments, the other instalments will become immediately payable. In application of law 2008-776 of 4 August 2008, known as the LME law, any failure to pay on the agreed due date appearing on the invoice shall automatically and without the need for formal notice, result in the application of compensation for late payment, calculated at a minimum rate of 3 times the legal interest rate plus 3 points.
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. reserves the right to invoke vis-à-vis its clients the partial or total compensation between its debts and the amount of its invoices whatever the due date of its commitments.
6 – LIMITATION OF LIABILITY
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. will be responsible for the good execution of its sales and services, except in case of force majeure or fortuitous event, according to the provisions in force in terms of civil liability.
The responsibility of PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. will only be incurred in the case of gross negligence, to the exclusion of any other fault which is not of this nature.
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. will not be liable for the non-performance of any of its contractual obligations when this non-performance is due to an event beyond its control.
7 – INTELLECTUAL PROPERTY AND KNOW-HOW
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. retains ownership of all its know-how, used or made available to the client in the execution of the service. PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. does not grant any intellectual and/or industrial property rights to the client, unless the parties have given their prior written agreement.
The Client guarantees PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. against any claim or action, of any nature whatsoever, by a third party, natural person or legal entity, due to the content or nature of the programmes broadcast.
8 – CONFIDENTIALITY
PIXAGILITY S.A.S. / PIXAGILITY INNOVATION S.A.S.U. and the Client undertake to respect the strictest confidentiality with regard to any commercial information, documents, data or concepts of which they may become aware during the execution of the contract.
The Parties shall be responsible for themselves, their employees and agents for the performance of the obligation of confidentiality.
9 – RESILIATION
The obligation to pay the price of the services constitutes an essential obligation on the part of the Client. In the event of difficulty or delay in collecting the receivables held against the customer, PIXAGILITY reserves the right to suspend the delivery and/or the service still to be performed on the basis of the exception of non-performance, and this, 8 days after sending a formal notice by registered letter with acknowledgement of receipt remained ineffective and informing it of the said suspension.
10 – RESOLUTION OF DISPUTE
The contractual relationship between the Client and PIXAGILITY is exclusively subject to French law. The parties shall use their best efforts to resolve any dispute between them arising from the formation, interpretation or performance of the contract and its consequences. Failing this, the courts of Paris shall have exclusive jurisdiction.