Introduction

The term “Service Providers” refers to Juliette Marty, a sole proprietor operating under the name Jumart Studio, SIREN number 89967345300010, and Axelle, a sole proprietor operating under the name l’Atelier d’Ax, with the identification number
. The term “Client” refers to any legal entity or individual who has engaged the services of Studio Ducasse for web design (website creation and other graphic design work related to website creation) and graphic design.
. The term “Third Party” refers to any individual or legal entity not party to the contract.

1. Scope

The purpose of these General Terms and Conditions of Sale is to define the rights and obligations of the parties in connection with the sale of products or services provided by the Service Provider to its Clients as part of its business activities in website design.

Only the specific terms and conditions set forth, where applicable, in quotations, purchase orders, or commercial proposals, in these General Terms and Conditions, and in the Commercial Code govern the terms of sale for the Service Provider’s products and services. They shall prevail over any conflicting terms and conditions that may appear in documents issued by the Client.

The Service Provider reserves the right to modify its terms and conditions, packages, and rates at any time and without notice. These changes will not affect current orders.

Studio Ducasse reserves the right to pass on any new taxes or increases in existing tax rates to its rates without prior notice.

If the Customer is an individual, he or she acknowledges that he or she is of legal age under the laws of the country in which he or she resides.

By engaging the services of Studio Ducasse, the Client acknowledges having read and accepted without reservation the following terms and conditions of sale, as well as the disclaimers set forth in the Excerpt from Law No. 57-298 of March 11, 1957, on Artistic Property (Official Journal of March 14, 1957) regarding authors’ rights under intellectual property laws. Upon placing an order, the signing of the quote with the notation “agreed” implies the Client’s unconditional acceptance of these general terms and conditions of sale.

2. Commitment of the parties

In general, the Client and the Service Provider agree to cooperate actively to ensure the proper performance of the contract. Each party agrees to promptly notify the other of any difficulties that come to its attention, so that the other party may take the necessary measures.

2. a) Customer Responsibilities and Obligations

To enable the Service Provider to carry out its assignment, the Client agrees to:

– Draw up a detailed scope of work that may not be modified further, unless both parties agree, once it has been approved by the Service Provider.
In the event that modifications result in a substantial revision of the initial scope of work, such modifications will be billed in addition to the initial quote.

– Submit the purchase order/quote (dated, signed, and stamped if possible) to the Service Provider, with the notation “Agreed” to confirm that the Customer has read and accepted these terms and conditions.

– Provide all graphic and textual materials necessary for the proper performance of the contract, including in formats suitable for use with the intended media (documents, logos, certificates, server access, information for email forwarding, digital media, and other materials).

– Hold the necessary rights to the materials provided.

– Actively contribute to the success of the project by providing the Service Provider, in a timely manner, with all the information and documents necessary for a clear understanding of the requirements and the proper performance of the services.

– Strictly adhere to the technical and creative guidelines provided by the Service Provider.

– Indemnify the Service Provider against any claims that may be brought against it due to the nature of the data or information (text, images, audio) provided or selected by the Client.

– Pay the amounts owed to the Service Provider within the specified time frame.

– Notify the Service Provider of any potential competitive bidding process involving other service providers.

– Comply with all applicable laws and regulations, including, but not limited to, laws and regulations regarding intellectual property, the protection of personal data, and the protection of minors with respect to information provided to the Service Provider.

– Not to breach any confidentiality or non-disclosure obligations when providing information, and to allow the Service Provider to use such information freely and without restriction in the course of providing its services.

If the Client does not provide specifications prior to the start of the project, or if the specifications do not provide sufficiently precise instructions or recommendations regarding how the development and/or graphic design of an element included in the order should be approached, both parties agree that the choice of design is left to the discretion of Studio Ducasse.

The Customer agrees to provide accurate and truthful information and undertakes to notify the Service Provider of any changes to the information provided; the Customer shall be solely responsible for any malfunctions that may result from incorrect information.

The Customer must maintain a valid email address and mailing address.

The Client acknowledges and assumes full and sole responsibility for the choices made regarding the textual and visual content included in the deliverable provided by the Service Provider.

The Client acknowledges that they have read the warnings provided by the Service Provider regarding copyright and intellectual property laws, as well as the penalties that may be incurred for violating them.

In particular, it is prohibited to publish any form of content directly or indirectly associated with pornography or erotica, pirated software, material that is racist, defamatory toward anyone, or discriminatory in any way, material that violates human rights in general, online gaming activities, or violence in any form (whether against humans, animals, or the environment), or to the infringement of intellectual property rights relating to works contained or distributed, in whole or in part, on the Client’s website.

Studio Ducasse assumes no liability for any subsequent changes made by the client to the content of the pages created.

2. b) Responsibilities and obligations of the service provider

– If necessary, the Service Provider may assist in drafting the specifications, in collaboration with the Client.

– The Service Provider warrants that the works are legally available and are not subject to any third-party rights—whether held by the Service Provider’s employees or others—for the uses specified in the contract.

– The Service Provider agrees to keep the Client regularly and effectively informed of the project’s progress, in particular through progress reports submitted to the Client.

– For confidentiality purposes, throughout the term of this Agreement and even after its termination for any reason whatsoever, the Service Provider agrees to keep strictly confidential all information and documents of any kind relating to the Client to which it may have had access, particularly in connection with the performance of this assignment.

– The Service Provider agrees to deliver orders as soon as possible, or within the timeframes agreed upon with the Customer, and undertakes to do everything in its power to ensure customer satisfaction.

The Service Provider shall not be held liable in the event of a major technical problem that prevents the performance of the contract (terrorist attacks, wars, natural disasters, any event of force majeure, or any cause of a prolonged Internet outage beyond its control).

Under no circumstances shall the Service Provider be held liable for the loss of documents required to perform the services ordered. The Client is required to send only copies or documents that cannot be replaced. The Service Provider reserves the right to refuse any document, text, or image that is contrary to its ethical standards or public decency, or that does not comply with applicable law.

Studio Ducasse delivers a finished product that meets the specifications outlined in the quote. Under no circumstances can Studio Ducasse guarantee that the website requested by the client will result in increased sales, that the work performed will generate traffic to the site, or that it will ensure a high ranking in search engines.

Under no circumstances shall the Service Provider be held liable for any error, negligence, omission, or failure on the part of the client, or for the client’s failure to follow the advice provided by Studio Ducasse, particularly with regard to graphic design direction, development choices, or SEO methods.

In performing the agreed-upon services, Studio Ducasse undertakes to exercise the utmost care in accordance with industry standards. This obligation is not an express agreement, but rather a pure obligation of means. The Client agrees to actively cooperate with the Service Provider by providing all information that is useful and necessary for the proper performance of the service and for meeting the deadlines.

3. Scope of services offered

3. a) Website creation

The website design service includes creating the site’s overall structure, defining sections and navigation, building the site itself, and integrating interactive elements such as online forms, hyperlinks, and images.

A draft version of the homepage will first be sent to the Client in PDF/JPG format. It may then be revised twice before final approval.

The service provider may request additional content to enhance the other pages of the website (useful information, photos, graphics) and begin development.

Finally, prior to final publication, the Service Provider will provide an online version of the website (accessible privately by the Client) for approval prior to launch. Reasonable modifications may be made (these modifications do not alter the structure of a page; they do not involve adding a page or completely changing a graphic element, among other things).

3. b) Domain name, web hosting, email

Studio Ducasse uses the services of various web hosting and domain name providers to offer low prices and European hosting providers.

If the Client is already a client of another service provider, they must inform Studio Ducasse so that Studio Ducasse can retrieve the necessary data.

The Service Provider agrees to advise the Customer on the selection of a domain name; however, since the Service Provider acts solely as a technical intermediary with respect to that organization, the organization’s terms and conditions must be taken into account.

The Customer remains the sole owner of the domain name. The Customer agrees to use the domain name in compliance with applicable laws and the rights of third parties.

The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any claims, damages, liabilities, costs, and expenses arising from the registration of the domain name.

Hosting services are valid for one year and are automatically renewed. These fees are not included in the support packages.

As part of its services, the Service Provider offers the creation of email accounts (email addresses), which are provided by the hosting provider with whom the Service Provider works.

The Customer acknowledges that they are fully responsible for the content of the emails they send and agrees to comply with the legal terms and conditions governing the use of email services. Similarly, the Service Provider shall in no event be held liable for any difficulties in accessing email services or for the loss of messages. The Customer accepts full responsibility for this.

3. c) Writing and SEO

Content written by Studio Ducasse.

The Service Provider agrees to use search engine optimization techniques on the website created, but makes no commitment whatsoever to achieving a specific ranking in search engines. The Service Provider is therefore bound only by an obligation of means in this regard.

Studio Ducasse offers web content writing services and will provide the Client with unique, customized content, which will be submitted for approval.

If the Client specifically requests unconventional SEO methods, the Service Provider shall not be held liable for any penalties that search engines may impose on the rankings of the Client’s website (e.g., Google’s web search spam guidelines)

Content created by the Client or a third party

If the Client wishes to write the content themselves, the Service Provider will act in an advisory capacity by making recommendations to the Client to optimize the website and facilitate its indexing by search engines.

3. d) Social media management

Content written by Studio Ducasse.

The Service Provider agrees to implement best practices in social media management on behalf of the Client, but does not guarantee any specific level of engagement or growth on the various platforms. The Service Provider is therefore bound by an obligation of means, not of results.

Studio Ducasse offers social media content creation services and is committed to providing unique, customized posts, subject to the Client’s approval.

3. e) Transfer of authority

The Client may be granted access (role to be defined) to a back-office system in order to update their website independently, subject to a transfer of responsibilities, as defined in a new quote. Any modification of the website by the Client does not result in any transfer of ownership to the Client of the computer code or services provided by the Service Provider. The codes and passwords required to access the back office will be provided by the Service Provider upon payment of the balance of this new invoice.

Under no circumstances shall the Service Provider be held liable in the event of: fault, negligence, omission, or failure on the part of the Client; failure to follow the advice provided by the Service Provider; force majeure; events or incidents beyond the Service Provider’s control; or fault, negligence, or omission by a third party over whom the Service Provider has no control or oversight.

3. f) Monitoring, maintenance, and updates

If the Client does not wish to manage website updates and modifications on their own, Studio Ducasse can offer a website support and maintenance package.

3. f) No follow-up

The customer may also choose not to have support services (maintenance, security, modifications) set up or to receive a transfer of skills.

The client will then be required to sign a document releasing the service provider from any liability. Under no circumstances will the service provider be held liable for any errors, bugs, or hacking incidents resulting from the client’s lack of familiarity with the platform and its updates.

4. Purchase Order and Start of Work

The quote signed by the Client constitutes acceptance and serves as a purchase order. It must be accompanied by a payment equal to 20% of the total amount. Work begins once the quote is signed and the deposit is paid to Studio Ducasse.

5. Approval, Lead Times, and Delivery

At each stage of the project’s development, the Client agrees to provide the Service Provider with clear and explicit approval by sending a dated and signed email or letter. No approval or request for changes will be accepted via a simple phone call.

If the client does not approve the mockups or request changes within a timeframe agreed upon by both parties, they will be considered approved. Once the work has been completed, delivered, and tacitly approved, the corresponding fees become due, meaning that 80% of the balance must be paid upon delivery (upon final presentation of the website and before indexing). If the client does not pay within the timeframe indicated on the invoice, Studio Ducasse reserves the right to place the website on maintenance mode, meaning it will no longer be visible to internet users.

Studio Ducasse strives, in the Client’s best interest, to perform its services as promptly as possible, or within the timeframes agreed upon with the Client at the time the quote was signed. In the absence of an express written agreement, no mandatory deadline for performance shall be deemed agreed upon at the Service Provider’s expense. In any event, the service and delivery may only commence once Studio Ducasse is in actual possession of the fully signed quote, the paid deposit, and the information and documents provided.

The provision of services therefore depends on the Customer’s provision of the information and documents necessary to fulfill the order. Any delay shall not entitle the Customer to cancel the service, refuse to accept the order, or claim damages.

Any new requests made by the Client during the course of the project will be subject to a separate quote and will extend the originally stated deadline, which will therefore no longer be met.

The website development process implemented by Studio Ducasse requires that the website’s design be approved before moving into production.

If the Client requests a change that affects the design of a website that has been ordered, after the development phase has already begun or the website has already gone live—and therefore requires modifications to the existing development—the Service Provider will issue an additional quote.

To meet the specified deadlines, the Client must remain actively involved in the project and, in particular, respond promptly to requests from Studio Ducasse.

Generally speaking, new requests, frequent changes of mind, or a lack of responsiveness on the part of the Client will affect the stated deadlines, which can no longer be met. In such cases, the Client shall therefore be solely responsible for any failure to meet the deadlines.

Furthermore, if the Client fails to provide the information, documents, or approvals requested by the Service Provider, or fails to proceed with the project by not responding to the Service Provider’s follow-up communications (via email or mail) within two months, the Client shall be deemed to have abandoned the project, and the parties agree that the contract shall be deemed terminated.

The work completed to date shall be payable by the Service Provider, who shall issue an invoice accordingly and deliver the materials in their current condition. No claims or requests for compensation will be accepted.

6. Invoice and Payment

The Service Provider may only be paid for the creation or redesign of a website via bank transfer.

A 20% deposit upon signing the quote and 80% upon final delivery (before Google indexing)

Other payment terms may be arranged by mutual agreement and will be specified in the quote.

If payment is not received by the due date specified on the invoice, the service provider reserves the right to place the website on maintenance (web design service).

Any late payment occurring 31 days or more after the invoice date will result in late payment penalties calculated in accordance with applicable legal regulations. The rate of late payment penalties is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 5 percentage points (Commercial Code, Art. L 441-6, para. 3, as amended).

Late payment penalties at an annual rate of 10.50% of the invoice amount per day.

The costs of legal proceedings and fees incurred in collecting unpaid invoices shall be borne by the Customer.

Any amount not paid by the deadlines specified above, any late payment, or any unpaid balance (in the event that payment instruments are returned by the bank as unpaid) owed by the client will result in the immediate suspension of services until the matter is resolved. Studio Ducasse shall not be held liable for such suspension.

The customer may not seek compensation from Studio Ducasse due to the suspension of its services following a payment issue.

The prices listed on the quote are valid for one month from the date of issuance. These prices are firm and non-negotiable if the order is placed within this period. The services to be provided are those clearly stated on the quote; consequently, any services not listed are not included and will be the subject of a separate, free quote.

Prices are listed in euros and do not include tax. They are not subject to VAT. “VAT not applicable, Art. 293B of the French General Tax Code”

7. Fees and Related Services

Studio Ducasse creates its websites using the Squarespace online platform.

Hosting and domain name fees will be incurred once a year.
These fees are to be paid by the client directly to the provider, or they may be paid by Studio Ducasse, in which case a service fee will be applied.

The terms of this offer apply exclusively to the services specified in the signed and approved quote or purchase order. The Client’s requests for corrections are not unlimited. Any request for corrections or additional services not included in the initial quote or purchase order, and requiring significant additional work on the part of the Service Provider, will be subject to a detailed supplemental quote, which must be approved and signed by the Client.

8. Copyright and Legal and Commercial Notices

The Service Provider reserves the right to include in the final product a commercial notice clearly indicating its contribution, as well as a link to its website: www.studio-ducasse.com

In France, there are government regulations that online sites must comply with. It is mandatory to:

to include in the legal notice the name and contact information of the website owner, service providers, and the web host;

a system for accepting or rejecting cookies must be in place,

to provide Terms of Service or Terms and Conditions (for e-commerce sites), etc.

In the event of a copyright issue or other problem: a user must be able to contact the site owner and the web host.

These obligations related to web development require us to ask all our clients to comply with our contract, which sets forth essential information (Studio Ducasse Terms and Conditions) as well as:

1. Do not remove or alter the credit “Website designed by Studio Ducasse” from the footer.

If you buy a Picasso, you own the Picasso—no problem—but you can’t change the Picasso’s signature at the bottom of the painting and then resell it or copy it under a different name.

2. Do not remove or alter the legal notices (web designer’s contact information, hosting provider).

3. Do not make copies of the website.

4. Do not resell the website under the name of another web designer, webmaster, or developer.

5. Do not distort the spirit of the site.

9. Copyright and Intellectual Property

“The author of a literary or artistic work enjoys, by virtue of its creation alone, an exclusive intangible property right that is enforceable against all persons.”

It is specified that the client is the owner of the site and has only a right of use.

The customer has the right to use the website and to resell it (if they sell the business that owns the website). However, the customer does not have the right to resell the graphics or the code separately, even in part.

Studio Ducasse uses images from the website www.unsplash.com.
Studio Ducasse has not purchased the copyrights to these images; only the photographer or their rights holders may resell them.

The same applies to the code that makes up web pages: the customer has the right to use it, but not to resell it for profit (or even give it away for free).

If the client wishes to own the copyright (not just the rights of use), they must explicitly request this via email or mail. We will then provide a quote for approval and payment prior to the official transfer.

As a reminder, a website, as a work of the mind, is protected by copyright, provided it is original within the meaning of intellectual property law. See Articles L.111-1 et seq., L.112-1 et seq., and L.113-1 et seq. of the Intellectual Property Code. According to case law, a work is original when it bears “the imprint of its author’s personality” and reflects “a personal creative effort,” which distinguishes that work from others.

As the author, the service provider holds an exclusive right to exploit the work, and third parties may use the work only with the service provider’s consent. Any infringement of copyright, such as unauthorized reproduction or slavish imitation, may constitute copyright infringement.

The law provides that “the existence or conclusion of a contract for the rental of works or services by the author of an intellectual work does not constitute a waiver of the enjoyment (of his or her rights)” (Article L.111-1, paragraph 3, of the Intellectual Property Code). Thus, even if a client “commissions” the development of a website from a service provider, the copyright to the website belongs to the service provider.

Contrary to popular belief, simply by paying for the service, the client company does not automatically become the owner of “its” website. Paris Regional Court, Interim Ruling of September 27, 2000; Prosodi Corp. v. GIE Summits

In the absence of a contract providing for the transfer of copyright to the client company, the client will have “only” the right to use the website, while the service provider retains the intellectual property rights.

10. Right of Publicity

Unless the Client expressly states otherwise in writing via registered mail with return receipt requested, Studio Ducasse reserves the right to cite its work for the Client as a reference in the context of its business development, external communications, and advertising efforts.

11. Order Cancellation

In the event that the Client terminates the contract before its expiration, the Client formally agrees to settle and pay the amounts due for the current schedule, for work completed or in progress, as well as for any additional services provided, such as consulting and project management services. All copyrights remain the exclusive and full property of the Service Provider, with the exception of data provided by the Client. The files and source data created and used by the Service Provider may not therefore be claimed by the Client without a financial contribution. The mockups, and more broadly, all original works, remain the property of the Service Provider, as do rejected projects.

Any deposit already paid shall be retained by the Service Provider as compensation for the work performed.

12. Breach of contract

At the end of the commitment period specified in the quote, either the client or the service provider may unilaterally terminate the existing contract. This termination must be communicated via email or mail; any communication by phone will not be valid.

11. a) Community management

If the service provider created the social media or professional accounts, they shall provide the client with the login credentials and access to those accounts.

11. b) Website

– Liability after termination.

The service provider may provide a quote for a skills transfer to train the client in the use of the website interface. If the client declines, the service provider shall in no way be held liable for any errors, bugs, or hacking incidents resulting from the client’s lack of familiarity with the platform and its updates. The client must sign a document releasing the service provider from all liability.

– Intellectual property.

Studio Ducasse remains the publisher of the website, and its contact information must remain displayed in the legal notice. All copyrights remain the exclusive and full property of Studio Ducasse, with the exception of data provided by the Client. The files and source data created and used by the Service Provider may not therefore be claimed by the Client without financial compensation. The mockups, and more broadly, all original works, remain the property of the Service Provider (see Section 9. Copyright and Intellectual Property).

– Web hosting and domain name.

Studio Ducasse provides its clients with the login credentials for the hosting provider’s website. The client is then responsible for monitoring payments for their hosting and domain name(s) and for updating the PHP version. Any failure to do so may result in bugs and/or the removal of the website by the hosting provider.

– Website and plugin updates.

Updates to the website builder platform may cause bugs if a plugin is not compatible with the version of WordPress or PHP. In such cases, the client is solely responsible, and any work performed by the service provider will be subject to approval of a new quote.

13. Inability to work

In the event of an inability to work due to illness or accident, the Service Provider reserves the right to modify the current schedule without the Client being entitled to claim compensation. The Service Provider is required to notify the Client on the first business day of such inability to work.

14. Force Majeure

The parties shall not be held liable or deemed to have breached their contractual obligations where the failure to perform their respective obligations is due to force majeure; the contract between the parties shall be suspended until the causes of the force majeure have ceased.

Force majeure refers to unavoidable events or circumstances that are external to the parties, unforeseeable, and beyond the parties’ control, despite all reasonable efforts to prevent them.

The following are also considered force majeure events: disruption of transportation or supply chains; earthquakes; fires; storms; floods; lightning strikes; outages of telecommunications networks, including all networks accessible via the Internet; or difficulties specific to telecommunications networks beyond the control of the parties.

The party affected by force majeure shall notify the other party within five business days of becoming aware of the event. The two parties shall then agree on the terms under which the contract will be carried out.

15. Complaints

To be valid, any claim of any kind must be submitted by registered letter with return receipt requested within 7 days of receipt of the invoices.
After this period, the work and the terms of its performance or payment are deemed to have been definitively accepted.

16. Governing Law

These General Terms and Conditions of Sale are governed by French law.