work
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Brand content
On construit des concepts qui arrêtent le scroll et laissent une trace : la vôtre.
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Campagne ads
On orchestre des campagnes full-funnel qui font monter l’intention, puis la transforment en action.
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Stratégie social media
On mêle stratégie et audace pour créer des prises de parole qui résonnent, se diffusent et deviennent inoubliables.
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Campagne d'influence
On pense des campagnes pour gagner l’attention, mériter la confiance, et générer du résultat.
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Between
L’Agence Utopia, Société par Actions Simplifiée au capital de 1 000,00 €, immatriculée au RCS de Paris sous le numéro 949 761 696 000 10 et dont le siège social est situé au 229 rue Saint-Honoré, 75001, Paris. Représentée par Monsieur Mathéo POLATIAN, en qualité de président, ayant tous pouvoirs pour agir aux fins des présentes.
Ci-après dénommée « l’Agence »
D’une part,
And: The customer, whose identity and contact details are detailed on the quotation (hereinafter, the “Quotation”).
Hereinafter referred to as the” Customer ”
On the other hand,
Hereinafter referred to together as the” Parties ”.
WITH THE PRIOR UNDERSTANDING THAT:
L’Agence a pour activité la mise en place de stratégies digitales.
The Agency is an agency specialized in digital marketing, which provides services in the field of digital communication, and which has significant expertise and experience in the organization and management of creative and influential campaigns on social networks and more generally on the Internet.
The Agency wishes to offer its services to the Client as part of the development and implementation of a DIGITAL STRATEGY FOCUSED ON SOCIAL MEDIA for the Client. Also, the Agency carries out a certain number of Missions entrusted by the Client.The General Terms and Conditions of Sale are intended to define the rights and obligations of the Agency and the Customer in the context of the sale of the Services referred to in the Quotation.
THE PARTIES HAVE AGREED TO THE FOLLOWING:
ARTICLE 1: Definitions
“Deal” : these General Terms and Conditions of Sale binding the Parties.
“Quote”: document detailing the missions covered by the contract, including the price agreed between the Parties for carrying out these missions.
“Confidential information” : any information, in particular technical, commercial, know-how, plan, drawing, plan, drawing, drawing, report, report, economic model, marketing and commercial project or even information relating to brands or influencers, that the Parties exchange mutually, regardless of the means of communication and that they expressly identify as being confidential as soon as they are disclosed or at the latest within 30 (thirty) days following their disclosure.
“Missions” : all the missions entrusted by the Client to the Agency, as part of the Project.
“Project” : the project subject of confidential exchanges between the Parties and establishment of the Agency's missions.
ARTICLE 2: Purpose
The purpose of this Agreement is to set out the rules relating to the protection and use of Confidential Information that the Parties will exchange, as well as the framework for the Agency's Missions.
Each of the Parties will transmit only the Confidential Information that it deems necessary for the continuation of the Project.
Nothing in this Agreement may be interpreted as requiring either Party to transmit Confidential Information.
ARTICLE 3: Duration
The Missions take place for a limited period of time in the quotation. The confidentiality of the information applies for the entire duration of the Project and for a period of 2 (two) years after the end of the Missions.
The termination of this fixed-term contract cannot take place before its expiry date.
The parties must perform the contract until its end. However, there are two exceptions:
- The client and the Agency may, by mutual agreement, terminate the contract for the provision of services before it expires
- The client and the Agency may, in the event of the fault of one of the parties, proceed with a unilateral termination, without requiring the consent of the other party. For example, if the client does not pay the price of the service or if the Agency does not provide the service within the specified period.
It is intended that the party wishing to terminate the contract for the provision of services must inform the other party by registered mail with acknowledgement of receipt (LRAR), respecting a notice period of one month.
Any month started will be considered due.
ARTICLE 4: Missions
All the missions entrusted by the client to the Agency are defined in the quotation established between the Parties.
The various missions can be carried out under the condition that the client provides the information necessary for the agency to meet its commitments.
In the event that persons external to the client's team are present on the videos published, the written agreement of the agency must be required to publicize the content.
ARTICLE 5: Obligations of secrecy and confidentiality
5.1 - The Agency, which receives Confidential Information, will not use or disclose it to a third party during the period referred to in article 3 of this Agreement.
5.2 - The Parties must take all necessary measures to ensure that the Confidential Information communicated by the Customer is neither disclosed nor transferred to third parties during this period.
5.3 - The Parties undertake to have such a confidentiality and secrecy commitment signed by any third party whom they call upon as part of the study entrusted and who would be required to know the Confidential Information transmitted.
5.4 - The Parties will only use Confidential Information in order to carry out the Missions that are the subject of the Project.
5.5 - Any communication of Confidential Information to third parties, regardless of the means of communication, must be expressly and previously authorized by the Agency and the Client.
ARTICLE 6: Fields of application
The confidentiality and confidentiality obligations of this Agreement do not apply to the following Confidential Information:
- Which are or subsequently fall into the public domain without there having been a breach of its obligations on the part of the receiving Party;
- Which are known or brought to the attention of the public without the fault of the Party receiving them.
6.1 - The parties undertake to keep strictly confidential, apart from the elements communicated as part of the project, information of any kind whatsoever, to which they have access in the context of the execution of this contract.
6.2 - The parties undertake to take all measures so that their respective employees treat this information in accordance with the confidentiality and use provisions of this contract.
ARTICLE 7: Invoicing and payment
7.1 - Invoicing:
The amount of the service is the total agreed between the Parties on the estimate.
The payment of a Down payment 30% of the amount of the quotation will be invoiced after its validation by the Customer.
At the end of its Missions, the Agency will issue the invoice corresponding to the remaining remuneration agreed between the Parties in the estimate, i.e. total amount of the estimate - deposit.
Invoices must be sent directly to the Customer at the end of each monthly payment.
The Customer will pay the invoice under 30 working days after the date of receipt of the invoice.
A mandatory compensation of €40 is due for recovery costs in the event of late payment according to article D. 441-5 of the Commercial Code. Additional late payment rate: 10% /month.
Payment: Invoices are paid primarily by bank transfer to the contact details entered on the Quotation.
ARTICLE 8: Force Majeure
The performance of all or part of the obligations stipulated in this Agreement may be suspended if one of the Parties is affected by a case of force majeure. In this case, the affected Party must notify the other Party in writing of the existence of the said case of force majeure.
8.1 - Each of the Parties will be exempt from any liability in the event of total or partial breach, even temporary, of one or other of its obligations under this Agreement, which would be caused by a case of Force Majeure, as defined by articles 1217 and 1218 of the Civil Code.
8.2 - In the event of the occurrence of a situation that it considers to be a case of Force Majeure, the Party concerned shall promptly notify the other of the situation by registered letter with acknowledgement of receipt, specifying the nature of the event or events in question, their impact on its ability to fulfill its obligations as provided for in the Convention as well as any supporting document attesting to the reality of the case of Force Majeure.
Supporting documents include, but not limited to, any statement, certificate, certificate, legislation, decree, decree or other measures taken by a legal person governed by public law at the local, national or international level concerning the events invoked as Force Majeure situations.
In the event that the Party invoking a situation of force majeure succeeds in characterizing it, its obligations will be suspended for a period of 4 weeks. Any suspension of the execution of the Convention pursuant to this article will be strictly limited to commitments whose Force Majeure circumstances have prevented the execution of and to the period during which the force majeure circumstances have acted.
In any event, the Parties will endeavour in good faith to take all reasonably possible measures in order to continue the performance of the services.
After the period of suspension of obligations, if the Force Majeure situation continues, the contract will be automatically cancelled.
8.3 - It is understood between the Parties that the services find their usefulness as the mutual execution of the contract is carried out and that in the event of suspension or resolution of commitments, the Customer will be required to reimburse the number of days worked in the amount of 800€ per day on the date of notification of the case of force majeure. In addition, any payment already received by the Service Provider for the performance of the services will remain definitively acquired by the Service Provider.
ARTICLE 9: Intellectual property
It is expressly agreed between the Parties that the reciprocal transmission of Confidential Information under this Agreement may in no way be interpreted as conferring, expressly or implicitly on the Party receiving it, any right of ownership over the Confidential Information, or any right relating to Confidential Information, or to any right relating to Confidential Information, in particular intellectual property. All Confidential Information provided by either Party is and will remain the exclusive, non-transferable and unseizable property of the party transmitting it.
Therefore, the distribution or media coverage of videos made by Agence Utopia, on other social media, such as Instagram, Facebook, Twitter, LinkedIn, YouTube, Snapchat or other platforms, can only be done with the prior written authorization of the agency, unless previously agreed between the Parties in the Quotation.
SECTION 10 : Restution
10.1 - In the event of a Party renouncing the Project, it undertakes to spontaneously, without delay, return all the Confidential Information that was transmitted to it.
10.2 - In the event of abandonment of the Project by the Parties, the Confidential Information will be spontaneously destroyed or returned without delay, without a copy being kept, whether on paper or on dematerialized support.
10.3 - Confidential Information must be destroyed or returned at the simple request of the Party that transmitted it. The destruction of such confidential information must be confirmed in writing to the Party that transmitted it.
ARTICLE 11: Penal clause
Any violation by one or other of the Parties of a clause of this Agreement involves the obligation for this Party to pay its counterparty a sum of €1,000 (one thousand euros) per violation found, without prejudice to any action for compensation for related damages brought by the Party that considers itself injured.
ARTICLE 12: Various provisions
12.1 - Entire Agreement: the provisions of this Agreement constitute the entire agreement between the Parties. It applies to quotations drawn up between the Parties in the event of the absence of other written agreements concluded between the Parties.
12.2 - Nullity of a clause: if one or more provisions of this Agreement are held to be invalid or declared as such pursuant to a law, regulation or as a result of a final decision of a competent court, the other provisions shall remain in full force and effect.
12.3 - Tolerance: the Parties mutually agree that the fact that one of them tolerates a situation does not have the effect of conferring acquired rights to the other. Such tolerance cannot be interpreted as a relinquishment of the rights in question.
12.4 - Independence - Absence of a relationship of subordination: no clause of this Agreement may be interpreted as establishing any relationship of representation, dependence or subordination between the Agency and the Client.
ARTICLE 13: Applicable law - Attribution of jurisdiction
This Agreement is subject to French law and applies as soon as a quotation provided by the Agency to the Client is signed.
In the event of difficulties with the interpretation, validity or execution of this agreement subject to French law, the parties will endeavour, prior to the referral to a court, to resolve their dispute amicably according to the terms of the Code of Civil Procedure.
In the event of persistent disagreement, 15 (fifteen) days after receipt of the disagreement by registered letter, the disputes will be brought before the competent court in Paris.
ARTICLE 14: Enjoyment
The Agency reserves the right to be able to enjoy the right to reuse the work carried out for the purposes of exhibitions, promotions and the justification of skills.
The Customer has the right to reuse productions made by the Agency for purposes identical to the nature of the said service.
L’Agence Utopia, Société par Actions Simplifiée au capital de 1 000,00 €, immatriculée au RCS de Paris sous le numéro 949 761 696 000 10 et dont le siège social est situé au 229 rue Saint-Honoré, 75001, Paris. Représentée par Monsieur Mathéo POLATIAN, en qualité de président, ayant tous pouvoirs pour agir aux fins des présentes.
Ci-après dénommée « l’Agence »
D’une part,
And: The customer, whose identity and contact details are detailed on the quotation (hereinafter, the “Quotation”).
Hereinafter referred to as the” Customer ”
On the other hand,
Hereinafter referred to together as the” Parties ”.
WITH THE PRIOR UNDERSTANDING THAT:
L’Agence a pour activité la mise en place de stratégies digitales.
The Agency is an agency specialized in digital marketing, which provides services in the field of digital communication, and which has significant expertise and experience in the organization and management of creative and influential campaigns on social networks and more generally on the Internet.
The Agency wishes to offer its services to the Client as part of the development and implementation of a DIGITAL STRATEGY FOCUSED ON SOCIAL MEDIA for the Client. Also, the Agency carries out a certain number of Missions entrusted by the Client.The General Terms and Conditions of Sale are intended to define the rights and obligations of the Agency and the Customer in the context of the sale of the Services referred to in the Quotation.
THE PARTIES HAVE AGREED TO THE FOLLOWING:
ARTICLE 1: Definitions
“Deal” : these General Terms and Conditions of Sale binding the Parties.
“Quote”: document detailing the missions covered by the contract, including the price agreed between the Parties for carrying out these missions.
“Confidential information” : any information, in particular technical, commercial, know-how, plan, drawing, plan, drawing, drawing, report, report, economic model, marketing and commercial project or even information relating to brands or influencers, that the Parties exchange mutually, regardless of the means of communication and that they expressly identify as being confidential as soon as they are disclosed or at the latest within 30 (thirty) days following their disclosure.
“Missions” : all the missions entrusted by the Client to the Agency, as part of the Project.
“Project” : the project subject of confidential exchanges between the Parties and establishment of the Agency's missions.
ARTICLE 2: Purpose
The purpose of this Agreement is to set out the rules relating to the protection and use of Confidential Information that the Parties will exchange, as well as the framework for the Agency's Missions.
Each of the Parties will transmit only the Confidential Information that it deems necessary for the continuation of the Project.
Nothing in this Agreement may be interpreted as requiring either Party to transmit Confidential Information.
ARTICLE 3: Duration
The Missions take place for a limited period of time in the quotation. The confidentiality of the information applies for the entire duration of the Project and for a period of 2 (two) years after the end of the Missions.
The termination of this fixed-term contract cannot take place before its expiry date.
The parties must perform the contract until its end. However, there are two exceptions:
- The client and the Agency may, by mutual agreement, terminate the contract for the provision of services before it expires
- The client and the Agency may, in the event of the fault of one of the parties, proceed with a unilateral termination, without requiring the consent of the other party. For example, if the client does not pay the price of the service or if the Agency does not provide the service within the specified period.
It is intended that the party wishing to terminate the contract for the provision of services must inform the other party by registered mail with acknowledgement of receipt (LRAR), respecting a notice period of one month.
Any month started will be considered due.
ARTICLE 4: Missions
All the missions entrusted by the client to the Agency are defined in the quotation established between the Parties.
The various missions can be carried out under the condition that the client provides the information necessary for the agency to meet its commitments.
In the event that persons external to the client's team are present on the videos published, the written agreement of the agency must be required to publicize the content.
ARTICLE 5: Obligations of secrecy and confidentiality
5.1 - The Agency, which receives Confidential Information, will not use or disclose it to a third party during the period referred to in article 3 of this Agreement.
5.2 - The Parties must take all necessary measures to ensure that the Confidential Information communicated by the Customer is neither disclosed nor transferred to third parties during this period.
5.3 - The Parties undertake to have such a confidentiality and secrecy commitment signed by any third party whom they call upon as part of the study entrusted and who would be required to know the Confidential Information transmitted.
5.4 - The Parties will only use Confidential Information in order to carry out the Missions that are the subject of the Project.
5.5 - Any communication of Confidential Information to third parties, regardless of the means of communication, must be expressly and previously authorized by the Agency and the Client.
ARTICLE 6: Fields of application
The confidentiality and confidentiality obligations of this Agreement do not apply to the following Confidential Information:
- Which are or subsequently fall into the public domain without there having been a breach of its obligations on the part of the receiving Party;
- Which are known or brought to the attention of the public without the fault of the Party receiving them.
6.1 - The parties undertake to keep strictly confidential, apart from the elements communicated as part of the project, information of any kind whatsoever, to which they have access in the context of the execution of this contract.
6.2 - The parties undertake to take all measures so that their respective employees treat this information in accordance with the confidentiality and use provisions of this contract.
ARTICLE 7: Invoicing and payment
7.1 - Invoicing:
The amount of the service is the total agreed between the Parties on the estimate.
The payment of a Down payment 30% of the amount of the quotation will be invoiced after its validation by the Customer.
At the end of its Missions, the Agency will issue the invoice corresponding to the remaining remuneration agreed between the Parties in the estimate, i.e. total amount of the estimate - deposit.
Invoices must be sent directly to the Customer at the end of each monthly payment.
The Customer will pay the invoice under 30 working days after the date of receipt of the invoice.
A mandatory compensation of €40 is due for recovery costs in the event of late payment according to article D. 441-5 of the Commercial Code. Additional late payment rate: 10% /month.
Payment: Invoices are paid primarily by bank transfer to the contact details entered on the Quotation.
ARTICLE 8: Force Majeure
The performance of all or part of the obligations stipulated in this Agreement may be suspended if one of the Parties is affected by a case of force majeure. In this case, the affected Party must notify the other Party in writing of the existence of the said case of force majeure.
8.1 - Each of the Parties will be exempt from any liability in the event of total or partial breach, even temporary, of one or other of its obligations under this Agreement, which would be caused by a case of Force Majeure, as defined by articles 1217 and 1218 of the Civil Code.
8.2 - In the event of the occurrence of a situation that it considers to be a case of Force Majeure, the Party concerned shall promptly notify the other of the situation by registered letter with acknowledgement of receipt, specifying the nature of the event or events in question, their impact on its ability to fulfill its obligations as provided for in the Convention as well as any supporting document attesting to the reality of the case of Force Majeure.
Supporting documents include, but not limited to, any statement, certificate, certificate, legislation, decree, decree or other measures taken by a legal person governed by public law at the local, national or international level concerning the events invoked as Force Majeure situations.
In the event that the Party invoking a situation of force majeure succeeds in characterizing it, its obligations will be suspended for a period of 4 weeks. Any suspension of the execution of the Convention pursuant to this article will be strictly limited to commitments whose Force Majeure circumstances have prevented the execution of and to the period during which the force majeure circumstances have acted.
In any event, the Parties will endeavour in good faith to take all reasonably possible measures in order to continue the performance of the services.
After the period of suspension of obligations, if the Force Majeure situation continues, the contract will be automatically cancelled.
8.3 - It is understood between the Parties that the services find their usefulness as the mutual execution of the contract is carried out and that in the event of suspension or resolution of commitments, the Customer will be required to reimburse the number of days worked in the amount of 800€ per day on the date of notification of the case of force majeure. In addition, any payment already received by the Service Provider for the performance of the services will remain definitively acquired by the Service Provider.
ARTICLE 9: Intellectual property
It is expressly agreed between the Parties that the reciprocal transmission of Confidential Information under this Agreement may in no way be interpreted as conferring, expressly or implicitly on the Party receiving it, any right of ownership over the Confidential Information, or any right relating to Confidential Information, or to any right relating to Confidential Information, in particular intellectual property. All Confidential Information provided by either Party is and will remain the exclusive, non-transferable and unseizable property of the party transmitting it.
Therefore, the distribution or media coverage of videos made by Agence Utopia, on other social media, such as Instagram, Facebook, Twitter, LinkedIn, YouTube, Snapchat or other platforms, can only be done with the prior written authorization of the agency, unless previously agreed between the Parties in the Quotation.
SECTION 10 : Restution
10.1 - In the event of a Party renouncing the Project, it undertakes to spontaneously, without delay, return all the Confidential Information that was transmitted to it.
10.2 - In the event of abandonment of the Project by the Parties, the Confidential Information will be spontaneously destroyed or returned without delay, without a copy being kept, whether on paper or on dematerialized support.
10.3 - Confidential Information must be destroyed or returned at the simple request of the Party that transmitted it. The destruction of such confidential information must be confirmed in writing to the Party that transmitted it.
ARTICLE 11: Penal clause
Any violation by one or other of the Parties of a clause of this Agreement involves the obligation for this Party to pay its counterparty a sum of €1,000 (one thousand euros) per violation found, without prejudice to any action for compensation for related damages brought by the Party that considers itself injured.
ARTICLE 12: Various provisions
12.1 - Entire Agreement: the provisions of this Agreement constitute the entire agreement between the Parties. It applies to quotations drawn up between the Parties in the event of the absence of other written agreements concluded between the Parties.
12.2 - Nullity of a clause: if one or more provisions of this Agreement are held to be invalid or declared as such pursuant to a law, regulation or as a result of a final decision of a competent court, the other provisions shall remain in full force and effect.
12.3 - Tolerance: the Parties mutually agree that the fact that one of them tolerates a situation does not have the effect of conferring acquired rights to the other. Such tolerance cannot be interpreted as a relinquishment of the rights in question.
12.4 - Independence - Absence of a relationship of subordination: no clause of this Agreement may be interpreted as establishing any relationship of representation, dependence or subordination between the Agency and the Client.
ARTICLE 13: Applicable law - Attribution of jurisdiction
This Agreement is subject to French law and applies as soon as a quotation provided by the Agency to the Client is signed.
In the event of difficulties with the interpretation, validity or execution of this agreement subject to French law, the parties will endeavour, prior to the referral to a court, to resolve their dispute amicably according to the terms of the Code of Civil Procedure.
In the event of persistent disagreement, 15 (fifteen) days after receipt of the disagreement by registered letter, the disputes will be brought before the competent court in Paris.
ARTICLE 14: Enjoyment
The Agency reserves the right to be able to enjoy the right to reuse the work carried out for the purposes of exhibitions, promotions and the justification of skills.
The Customer has the right to reuse productions made by the Agency for purposes identical to the nature of the said service.
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