Terms & Conditions for Sales for Professionnals

1. Scope

These General Terms and Conditions of Sale, in accordance with Article L.441-1 of the Commercial Code, constitute the sole basis for the commercial relationship between the parties. They aim to define the conditions under which the company Etikord (the ‘Provider’) provides professional customers (‘Customers’ or ‘Customer’) who request it through the Provider’s website, direct contact, or paper support, with the following services: the sale of information, support, advice, and event services, related to business support, including all activities related to communication agency, visual communication consulting, and digital marketing through all means, especially through the internet and any interactive media. All activities related to press and public relations, as well as advertising agency activities, including the design and execution of advertising campaigns, sales promotions, and point-of-sale advertising (‘Services’). They apply, without restriction or reservation, to all Services provided by the Provider to Customers of the same category, regardless of any clauses that may appear on the Customer’s documents, including its general terms of purchase. In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer (excluding wholesalers) who requests them, to enable them to place an order with the Provider. They are also communicated to any Customer prior to the conclusion of a single agreement referred to in Articles L.441-3 and following of the Commercial Code, within the legal time limits. Any order for Services implies the Customer’s acceptance of these General Terms and Conditions of Sale and the general terms of use of the Provider’s website for electronic orders. The information in the Provider’s catalogs, brochures, and price lists is given for reference and is subject to revision at any time. The Provider is entitled to make any modifications it deems useful. In accordance with current regulations, the Provider reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on negotiations with the Customer, by establishing Special Sales Conditions.

2. Orders

Sales of Services are only final after the preparation of a quote and the express and written acceptance of the Customer’s order by the Provider, as evidenced by an acknowledgment of receipt from the Provider. The Provider has electronic ordering means (including acceptance and confirmation) that allow Customers to order Services under the best convenience and speed conditions. For orders placed exclusively on the internet, the recording of an order on the Provider’s website is done when the Customer accepts these General Terms and Conditions of Sale by checking the designated box and validates their order. The Customer has the option to verify the details of their order, its price, and correct any errors before confirming their acceptance. This validation implies acceptance of all these General Terms and Conditions of Sale and constitutes proof of the sales contract. The order’s acceptance and acknowledgment are confirmed by sending an email. The data recorded in the Provider’s computer system constitutes proof of all transactions concluded with the Customer.
Any modifications to the order requested by the Customer will only be accepted, to the extent possible for the Provider, if they are notified in writing at least 4 days before the scheduled date for the provision of the ordered Services, after the Customer has signed a specific order form and the price has been adjusted if necessary.
In the event of the Customer canceling the order after it has been accepted by the Provider, less than 4 days before the scheduled date for the provision of the ordered Services, for any reason other than force majeure, the deposit paid at the time of the order, as defined in the ‘Payment Conditions – Payment Terms’ article of these General Terms and Conditions of Sale, will automatically be acquired by the Provider and will not be subject to any refund.

3. Rates

The Services are provided at the rates of the Provider in effect on the day the order is placed, as indicated in the quote previously established by the Provider and accepted by the Customer, as mentioned in the ‘Orders’ article above. Rates are net and exclusive of VAT. An invoice is established by the Provider and given to the Customer upon each provision of Services. The conditions for determining the cost of services whose price cannot be known in advance or indicated with accuracy, as well as the method of calculating the price allowing verification thereof, will be communicated to the Customer or detailed in a quote, at the Customer’s request, in accordance with the provisions of Article L.441-1, III of the Commercial Code.”

4. Payment Terms

Payment Deadlines: An advance payment equivalent to 50% of the total price of the ordered Services may be required when placing the order with the Service Provider. The balance of the price is payable in cash on the day of the provision of said services, in accordance with the conditions defined in the ‘Terms of Service Delivery’ article below. The Service Provider will not be obligated to provide the Services ordered by the Client if the Client does not pay the price in accordance with the terms and conditions set out in these General Terms and Conditions of Sale. The following secure payment methods are used: by credit card or by bank transfer. No additional fees, exceeding the costs incurred by the Service Provider for the use of a payment method, may be charged to the Client for choosing the payment method. No discount will be granted by the Service Provider for payment before the due date on the invoice or within a period shorter than that mentioned in these General Terms and Conditions of Sale.

Late Payment Penalties: In the event of late payment and the payment of amounts due by the Client beyond the above-mentioned deadline and after the payment date indicated on the invoice sent to the Client, late payment penalties calculated at a rate of 10% of the total price including taxes of the Services on the said invoice will be automatically and by operation of law acquired by the Service Provider, without any formal notice or prior demand. The calculation formula to be applied will be as follows: Late Payment Penalties = (10% x Total Amount Including Taxes) x (number of days of delay/365). Finally, a lump-sum indemnity for recovery costs, in the amount of 40 euros, will be due, by operation of law and without prior notification in the event of late payment. The Service Provider reserves the right to request additional compensation from the Client if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents. No Offset: Unless expressly agreed upon in writing by the Service Provider, and provided that the reciprocal claims and debts are certain, liquid, and due, no set-off may be validly carried out by the Client between any penalties for delay in the provision of the ordered Services or non-compliance with the order, on the one hand, and the sums owed by the Client to the Service Provider for the purchase of said Services, on the other hand.

5. Terms of Service

Delivery In the context of the provision of the Services, the Client must provide the following information to the Service Provider: Description of the Provided Services:

Information (subscription)

Company and representative’s contact information,
Client’s preferences (themes, newsletters, availability to participate in events). The basic account provides free access to content (articles, group discussion summaries/events, interviews, newsletters, etc.). A paid premium access is available and provides access to exclusive content and features.

Events

Company and representative’s contact information,
Client’s preferences (themes, availability to participate in events within 6 months),
Completion of a questionnaire before each event.

Events can take place in person or online. For online events, the Service Provider will communicate the date and connection link to the Client. Each online event will last for 60 minutes. The event may start with a brief presentation by a sponsor or by Etikord. The discussion will then be open to participants who will respond to questions posed by Etikord’s moderator and comment on the responses. A summary will then be produced by Etikord and published in 5 languages on the Etikord website. The Client’s name and image will not be included in the report unless written authorization is granted. The session will be recorded (transcribed and video) for the purpose of producing the summary. The video of the session and the transcript of the discussions will not be published. For in-person events, the Service Provider will communicate the date and location to the Client. Participants are invited to a public place with a private space (coworking space, private area of a bar/restaurant, etc.) for a group discussion and networking session lasting a total of 90-120 minutes. The group discussion moderated by Etikord will be preceded by a brief presentation by Etikord or optionally by a sponsor. The event will conclude with an open networking and meeting session among participants. A summary will then be produced by Etikord and published in 5 languages on the Etikord website. The Client’s name and image will not be included in the report unless written authorization is granted. The session will be recorded (transcribed and audio) for the purpose of producing the summary. The audio recording of the session and the transcript of the discussions will not be published.

Project

Company and representative’s contact information,
Information collected (past studies, internal documents) related to the project’s theme,
Validation of questionnaires proposed by Etikord.

The service provider will offer support modules over 1-3 months to assess and develop the ethical aspects of an organization’s function (i.e., marketing, finance, IT, etc.). The Service Provider will involve an external expert and a few engaged consumers, members of the Etikord community. A non-disclosure or confidentiality agreement must be signed by all project participants to ensure the protection of certain information. The Service Provider will conduct research activities (interviews/surveys/discussion groups). The Client agrees to provide information on the current situation, be available for interviews/surveys, and participate in 2-3 workshops.

Sponsorship and Advertising

Company and representative’s contact information,
Advertising material (content and visuals, graphic charter),
Choice of formats and distribution schedule, etc.

The Client will choose a package of at least 3 events to sponsor where they will have the opportunity to present their company/story/ethical offering to a group of engaged consumers or professionals. During this dedicated sponsor session, the Client may interact with participants. The sponsor Client will not participate in the group discussion. Advertising space will be available in the personal spaces of basic Etikord members. Advertising can be targeted based on members’ demographics and interests. The duration of the campaign will be determined based on objectives and budget. Advertisements will only appear in personal spaces and in a version of the newsletters.

The Services requested by the Client will be provided within a maximum period indicated by the Service Provider, from the receipt of the order, duly accepted by both the Service Provider and the Client, accompanied by the required advance payment. This period does not constitute a strict deadline, and the Service Provider’s liability cannot be engaged towards the Client in the event of a delay in the provision of the Services not exceeding the period indicated by the Service Provider. In the event of a delay exceeding 60 days, the Client may request the resolution of the sale. The advance payments already made will then be refunded by the Service Provider. The Service Provider’s liability cannot be engaged in any case in the event of a delay or suspension of the provision of the service attributable to the Client or in the event of force majeure. In the absence of reservations or complaints expressly made by the Client upon receipt of the Services, they will be deemed to be in conformity with the order, in terms of quantity and quality. The Client will have a period of 15 days from the provision of the Services to make, in writing, such reservations or complaints, with all supporting documents, to the Service Provider. No claim can be validly accepted in the event of non-compliance with these formalities and deadlines by the Client. In the event of a specific request by the Client concerning the conditions of the provision of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to a specific additional invoice, based on a quote previously accepted by the Client.

6. Service Provider’s Liability – Warranty

The Service Provider guarantees, in accordance with legal provisions, the Client, against any lack of conformity of the Services and any hidden defect, resulting from a defect in design or provision of the said Services, excluding any negligence or fault on the part of the Client.

The liability of the Service Provider can only be engaged in the event of proven fault or negligence and is limited to direct damages, excluding any indirect damages, of any kind whatsoever. In order to assert its rights, the Client must, under penalty of forfeiture of any related action, inform the Service Provider in writing of the existence of defects within a maximum period of 15 days from their discovery.

In any event, if the liability of the Service Provider were to be established, the Service Provider’s warranty would be limited to the amount excluding taxes paid by the Client for the provision of the Services. The warranty granted by the Service Provider cannot, in any case, exceed a period of thirty (30) days from the date of delivery of the ordered Services, as evidenced by the sending of the final invoice and the documents relating to the provision of the Services provided to the Client.

7. Intellectual Property Rights

The Service Provider retains ownership of all intellectual property rights in studies, presentations, research methodologies, drawings, models, prototypes, etc., produced (even at the request of the Client) for the provision of services to the Client. The Client is therefore prohibited from reproducing or exploiting these studies, presentations, research methodologies, drawings, models, prototypes, etc., without the express, written, and prior authorization of the Service Provider, which may be subject to financial compensation. The content shared during events or on the Website is the property of the Service Provider and its partners and is protected by French and international laws on intellectual property. Any total or partial reproduction of this content is strictly prohibited and may constitute an act of counterfeiting.”

8. Personal Data

Personal data collected from Clients are subject to computer processing carried out by the Provider. They are recorded in its Client file and are essential for the processing of the Client’s order. These personal information and data are also kept for security purposes, to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable warranties. The data controller is the Provider. Access to personal data will be strictly limited to the employees of the data controller authorized to process them due to their functions. The information collected may eventually be communicated to third parties related to the company by contract for the execution of subcontracted tasks, without the Client’s authorization being required. In the context of the performance of their services, third parties only have limited access to the data and are obliged to use them in compliance with the provisions of the applicable legislation on the protection of personal data. Except as provided above, the Provider is prohibited from selling, renting, transferring, or providing third parties access to the data without the prior consent of the Client unless compelled by a legitimate reason. If data is to be transferred outside the EU, measures to secure the data (e.g., the external provider’s adherence to the ‘Privacy Shield,’ adoption of standard protection clauses approved by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be taken. In accordance with applicable regulations, the Buyer has the right to access, rectify, erase, and port their data, as well as the right to object to processing for legitimate reasons, which they can exercise by contacting the data controller at the postal address or email address: [email protected]. In case of a complaint, the Client can file a complaint with Mr. Henri ALLEGRA, 35 Boulevard Saint-Assiscle, 66000 Perpignan (France), 0619775208.

9. Unforeseeability

In the event of a change in unforeseeable circumstances at the time of contract conclusion, in accordance with the provisions of Article 1195 of the Civil Code, the Party that did not agree to assume an excessively onerous performance risk may request a renegotiation of the contract with its co-contractor. However, if the change in unforeseeable circumstances at the time of contract conclusion was definitive or persisted beyond 30 days, these terms would be purely and simply resolved according to the provisions defined in the ‘Resolution for Unforeseeability’ article.

10. Forced Execution in Kind

By express derogation from the provisions of Article 1222 of the Civil Code, in the event of a failure by either Party to fulfill its obligations, the Party suffering the default may not carry out the obligation themselves through a third party at the expense of the defaulting Party. The creditor of the obligation may, however, request in court that the defaulting Party advance the sums necessary for such execution. In case of non-performance of any of the obligations incumbent upon the other Party, the Party suffering the default may request the resolution of the contract according to the provisions defined in the ‘Resolution of the Contract’ article.

11. Exception of Non-Performance

It is reminded that pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party does not perform its own and if such non-performance is sufficiently serious, i.e., capable of jeopardizing the continuation of the contract or fundamentally altering its economic balance. The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of default sent for this purpose by the injured Party indicating the intention to apply the exception of non-performance until the defaulting Party has remedied the established default, notified by registered letter with acknowledgment of receipt or any other durable written medium providing proof of dispatch. This exception of non-performance may also be used preventively, in accordance with the provisions of Article 1220 of the Civil Code if it is manifest that one of the Parties will not perform its obligations when due, and the consequences of such non-performance are sufficiently serious for the injured Party. This option is used at the risk and peril of the Party taking the initiative. The suspension of performance shall take effect immediately upon receipt by the presumed defaulting Party of the notice of the intention to apply the preventive exception of non-performance until the presumed defaulting Party performs the obligation for which a forthcoming default is manifest, notified by registered letter with acknowledgment of receipt or any other durable written medium providing proof of dispatch. However, if the impediment were definitive or persisted beyond 60 days, these terms would be purely and simply resolved according to the provisions defined in the ‘Resolution for Failure of a Party to Fulfill Its Obligations’ article.

12. Force Majeure

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a force majeure event, as defined in Article 1218 of the Civil Code. The Party observing the event shall without delay inform the other Party of its inability to perform its obligation and justify it to that Party. The suspension of obligations may in no case be a cause of liability for non-performance of the obligation in question, nor give rise to the payment of damages or penalties for delay. The performance of the obligation is suspended for the duration of the force majeure event if it is temporary and does not exceed 30 days. Therefore, upon the disappearance of the cause of the suspension of their reciprocal obligations, the Parties shall make every effort to resume the normal performance of their contractual obligations as soon as possible. To this end, the Party prevented shall notify the other Party of the resumption of its obligation by registered letter with acknowledgment of receipt or any other extrajudicial act. If the impediment is definitive or lasts beyond 30 days, these terms will be purely and simply resolved according to the provisions defined in the ‘Resolution for Force Majeure’ article. During this suspension, the Parties agree that the expenses incurred by the situation will be split in half.

13. Resolution of the Contract

Resolution for Unforeseeability

The resolution for the impossibility of performing an obligation that has become excessively onerous can only, notwithstanding the Resolution for Failure of a Party to Fulfill Its Obligations clause below, occur 30 days after receiving a formal notice sent by registered letter with acknowledgment of receipt or any other extrajudicial act.

Resolution for Force Majeure

The automatic resolution for force majeure can only, notwithstanding the Resolution for Failure of a Party to Fulfill Its Obligations clause below, occur 30 days after receiving a formal notice sent by registered letter with acknowledgment of receipt or any other extrajudicial act. However, this notice must mention the intention to apply this clause. Resolution for Failure of a Party to Fulfill Its Obligations

In case of non-compliance by either Party with the following obligations:

for the Provider, the obligations provided for in the ‘Terms of Service Delivery’ article;
for the Client, the non-payment by the due date of any sums due for the ordered Services; referred to in the articles of this contract, it may be terminated at the option of the injured Party.

It is expressly agreed that this resolution for failure of a party to fulfill its obligations shall occur automatically 30 days after receiving a notice to perform, in whole or in part, without effect. The notice may be sent by registered letter with acknowledgment of receipt or any other extrajudicial act. Common Provisions for Resolution Cases: It is expressly agreed between the Parties that the debtor of an obligation to pay under this agreement shall be deemed officially put in default solely by the due date of the obligation, in accordance with the provisions of Article 1344 of the Civil Code. The services exchanged between the Parties from the conclusion of the contract until its termination, having found their utility as the execution progressed, shall not be subject to reimbursement for the period before the last service received its counterpart. In any case, the injured Party may seek in court the award of damages.

14. Disputes

All disputes to which this contract and the agreements arising therefrom may give rise, concerning their validity, interpretation, performance, resolution, consequences, and consequences, will be submitted to the Perpignan (France) court.

15. Contract Language – Applicable Law

These General Terms and Conditions of Sale and the operations resulting from them are governed by French law. They are drafted in the French language. In the event that they are translated into one or more languages, only the French text shall prevail in case of a dispute.

16. Client’s Acceptance

These General Terms and Conditions of Sale are expressly agreed upon and accepted by the Client, who declares and acknowledges having perfect knowledge of them and, therefore, waives the right to rely on any contradictory document, including its own general terms and conditions of purchase, which shall be unenforceable against the Provider, even if the Provider was aware of them.