Terms and Conditions of Sale

1. Website Presentation

The General Terms and Conditions of Sale (hereinafter the “T&Cs”) are concluded between, on the one hand, the company Sleeq, a simplified joint-stock company with a share capital of €1,500, registered with the Paris Trade and Companies Register under number 893 693 986, whose registered office is located at 108 rue d’Aboukir, 75002 Paris, represented by its legal representative Mr. Antoine GODFROY (hereinafter the “Agency”), and on the other hand, the Client (hereinafter the “Client”), whose identity and contact details are specified in the quotation (hereinafter the “Quotation”) to which these T&Cs are annexed.

The above parties are hereinafter collectively referred to as the “Parties” or individually as a “Party”.

Preliminary Statement

The Agency is a company engaged notably in digital communication consulting, providing services for promotional activities of products and services through influencers, as well as producing and creating marketing content (photos, videos, visuals, posts) on social networks.

The Client has contacted the Agency to entrust it with the performance of various Services, detailed in the Quotation to which the T&Cs are annexed.

The purpose of the T&Cs is to define the rights and obligations of SLEEQ and the Client in connection with the sale of the Services specified in the Quotation.

To confirm the order of services in a firm and definitive manner, the Client signing the Quotation must return the Quotation and the T&Cs signed, stamped with the Client’s seal, and accompanied by the handwritten statement: “Approved and Agreed upon Quotation”.

In accordance with applicable regulations, the Parties reserve the right to derogate from certain clauses of these T&Cs, depending on negotiations with the Client, by drafting and signing Special Conditions which will supplement these T&Cs.

2. Definitions

Unless otherwise specified and without prejudice to other definitions set out in these T&Cs, the following terms and expressions, whenever capitalized in this Agreement, whether used in the singular or plural, masculine or feminine, shall have the meaning given below:

• “Contract”: the contractual framework formed between the Parties through the T&Cs; including the Quotation to which they are annexed, and any Special Conditions attached to this set.
• “Services”: the actions or deliverables ordered by the Client under the Contract.
• “Price”: the price of the Services, calculated under the terms defined in the T&Cs and/or in the Quotation.
• “Influencer”: any natural or legal person present on social networks, leveraging their influence on various Internet platforms (blog, website, social networks), collaborating with the Agency and its Clients.
• “Quotation”: the document detailing the Services covered by the contract, including the price agreed between the Parties for their execution.
• “Sleeq Production”: any content or product created, developed, or made available by the Agency or a subcontractor (excluding Influencers) strictly for the execution of the Services.
• “Client Production”: any content created, developed, or made available by the Client or its subcontractor (excluding the Agency, its subcontractors, or Influencers) for the execution of this Contract.
• “Influencer Production”: any content created, developed, or made available by one or more Influencers for the execution of the Services.

3. Contractual Documents

The contractual documents form an indivisible whole, which consists, in order of precedence in case of contradiction:

1. The Special Conditions, provided they have been duly signed and dated by all Parties;
2. The Quotation;
3. The T&Cs.

Any handwritten note on the Quotation or any other contractual document shall be considered null and void and shall have no impact on the contractual relations between the Parties, unless expressly agreed upon in writing by both Parties.

4. Performance of Services

Quotation

The Agency will provide the Client with a Quotation, drawn up based on the Client’s expectations. The Quotation is an offer subject to the Client’s acceptance. This offer is valid for one (1) month from its issue date. After this period, the Quotation will be considered null and void.

From the moment it is signed by the Client, the Quotation, together with any Special Conditions, will serve as the principal contractual document binding the Parties regarding the scope, quality, conformity, and Price of the Services.

The Client must communicate in writing to the Agency any reservations or additional requests before signing the Quotation. A new Quotation will then be issued by the Agency to reflect such reservations and/or requests, which will cancel and replace the initial Quotation.

Modification of the Quotation

Depending on the Client’s requests, the Services in the Quotation may be changed, provided the following conditions are met:
The Client must submit to the Agency all necessary documents and information for the proper execution of these new Services. The Agency will then examine the Client’s requests and may, at its discretion and without obligation, propose a new Quotation. As stated above, this new Quotation is an offer subject to acceptance by the Client and is valid for one (1) month from its issue date. After this period, the Quotation will be considered null and void.

Acceptance of Services

The Agency will notify the Client in writing of the completion of the Services and will send them for validation. The Client shall have five (5) business days from receipt of the notification to validate the Productions included in the Services covered by the Quotation. The Client may also, in good faith, raise any reservations regarding the conformity of these Productions with the Quotation.

The Agency will then make modifications to the Productions to meet the Client’s requirements. However, it is expressly stipulated that the Client may only make one (1) modification request per Production.

After this 5-day period, the Services will be deemed accepted by the Client.

Duration of the Contract

This Contract takes effect on the date of signature by all Parties and remains valid for the duration specified in the Quotation, until all respective obligations of the Parties are fully completed.

The Parties may agree on a schedule for the performance of Services, to be included in the Quotation. Any modification of this schedule may only occur with the mutual written agreement of the Parties.

5. Respective Obligations of the Parties

Obligations of the Agency

The Agency formally undertakes to:

• Perform the Services as provided in the Quotation;
• Provide fair and informed advice to the Client, within the limits of its expertise and technical and human resources;
• Cooperate with the Client to ensure successful performance of the Services;
• Allocate competent personnel and appropriate resources for proper performance of the Services;
• Deliver the Services in compliance with applicable laws and regulations, in particular regarding the creation and delivery of Sleeq Productions.

Obligations of the Client

The Client undertakes to:

• Clearly define its needs and communicate its requirements and constraints in precise, specific, and actionable terms;
• Manage its employees and cooperate with the Agency to ensure Services are performed efficiently and within the deadlines set in the Quotation;
• Respect the performance schedule set out in the Quotation or any Special Conditions;
• Pay the agreed Price in accordance with the T&Cs, the Quotation, and, if applicable, the Special Conditions;
• Provide the Promotional Material referred to in the Quotation within the necessary timeframe for the Agency to complete its Services. The Agency is under no obligation to verify the quality of the products and/or services supplied by the Client.

The Client guarantees that trademarks, products, and/or services displayed during the performance of the Services will not infringe third-party rights, particularly intellectual property rights, and will not constitute counterfeiting. The Client indemnifies the Agency and/or Influencer(s) against any claims in this respect.

The Client also guarantees compliance of trademarks, products, and/or services with public health, hygiene, and safety regulations, or any other regulated matter within the Territory.

The Client shall indemnify, upon first request, the Agency or any of its assignees, including social media publishers, from any expenses, claims, losses, judgments, etc., including legal fees, resulting from the Client’s breach of its obligations.

6. Financial Conditions

Price

The Price of the Services indicated in the Quotation is the one applicable on the date of the order. Unless otherwise stated in the Quotation, mission-related expenses (including, but not limited to, accommodation of Agency staff and/or Influencers, travel and meals, and, if applicable, purchase/rental and transport of equipment) will be charged to the Client, in addition to the agreed Service Price.

Invoicing

The net amount of invoices will be increased by applicable taxes at the billing date. The Agency may require a deposit or advance payment at the start of the Service.

In case of delays in performance for reasons not attributable to the Agency, an additional fee (“Overrun”) may be charged. This surcharge will equal the duration of the Overrun multiplied by the Agency’s standard hourly rate for the relevant Service.

Payment Terms

The Price of the Services shall be payable by the Client upon receipt of invoice, under the conditions set out in the Quotation. Payment shall be made by bank transfer; the Agency will provide its bank details for this purpose.

In case of total or partial late payment, the Client shall owe the Agency late payment interest calculated at the European Central Bank refinancing rate plus ten percentage points, without the need for formal notice.

In addition, a fixed collection fee of forty (40) euros shall be due. If actual collection costs exceed this amount, the Agency may claim additional compensation upon justification.

Any dispute concerning prices or invoices must be submitted by registered letter with acknowledgment of receipt, within one (1) month of the invoice date.

7. Intellectual Property

Sleeq Productions and Influencer Productions

The Agency grants the Client a license to exploit rights over the Productions relating to the Promotional Operation under the following conditions:

• The right to reproduce the Productions concerned (copy, transpose, translate, enhance, integrate, digitize, duplicate, and/or print all or part of them, by any means known at the date of the Contract);
• The right to represent the Productions concerned (publish, project, broadcast, put online, make available, share, relay, communicate, or send them, in whole or in part, to any third party or public), but only on the media expressly specified in the Quotation.

The Client understands and accepts that exploitation rights do not include the right to modify the Productions without the Agency’s prior written agreement.

This license is granted exclusively, free of charge, and strictly personally, for the duration and territories specified in the Quotation. Without such mention, no exploitation rights are granted.

The use of Productions in paid media campaigns (“sponsored” content on social networks) or republishing on other platforms is not covered by the license unless a distinct remuneration is agreed upon in the Quotation.

Client Productions

The Client grants the Agency a license to use Client Productions for the execution of Services. This includes:

• The right to reproduce them (copy, transpose, translate, enhance, integrate, digitize, duplicate, and/or print by any known means at the date of the Contract);
• The right to represent them (publish, project, broadcast, put online, share, relay, communicate, or send them to any third party or public, by any known or unknown means at the date of the Contract);
• The right to use and distribute the promotional material provided by the Client.

This license is granted exclusively, free of charge, and strictly personally, for the duration and territories specified in the Quotation.

8. Sapin Law (Advertising Space Purchases)

If Services include the purchase of advertising space (within the meaning of French Law No. 93-122 of January 29, 1993, on transparency and prevention of corruption), the Client hereby authorizes the Agency to purchase such space on its behalf.

The financial conditions of this mandate (Agency remuneration as agent) will be specified separately in the Quotation.

The Agency will provide the Client with a detailed report on how purchases were made and the performance of advertising campaigns.

9. Liability

Each Party is solely responsible for its activities, including but not limited to intellectual property, competition law, deceptive commercial practices, personal data law, and marketing rules (notably electronic).

The Agency is subject to an obligation of means, not results. It may refuse to perform Services if they are contrary to law, good morals, or in case of exclusivity obligations, or if the Client fails to cooperate.

The Services comply with French law. The Agency is not liable for non-compliance with foreign regulations.

The Agency’s liability is strictly limited to proven direct damages. It shall never be liable for indirect damages such as loss of data, turnover, or reputation.

In any case, the Agency’s liability is capped at the net amount actually paid by the Client under the Quotation concerned.

10. Publicity

The Agency may cite its collaboration with the Client as a reference for promotional purposes, including use of Services for its own marketing, press relations, and website, unless otherwise agreed by the Client.

11. Confidentiality

The Parties agree to strict confidentiality regarding all confidential information exchanged in connection with the Services.

This obligation remains in force during the term of the Contract and for two (2) years after completion.

It lapses if the information enters the public domain without fault of either Party.

12. Data Protection

Both Parties agree to comply with EU Regulation 2016/679 (GDPR).

The Client undertakes to collect and process personal data lawfully, fairly, and transparently, limited to the purposes of the Contract, and only as necessary.

The Client agrees to store data for no longer than two (2) years after the Promotional Operation.

The Client shall ensure security, integrity, and confidentiality of data.

The Agency retains its rights to access, rectify, delete, or oppose processing of its personal data.

Requests may be addressed to: privacy@sleeq.fr.

13. Termination

Failure by either Party to comply with the T&Cs, fifteen (15) days after a formal notice sent by registered letter has remained unremedied, will result in automatic termination of the Contract, without prejudice to damages.

In case of termination, sums already invoiced and/or received by the Agency remain irrevocably due.

14. Force Majeure

The performance of Services is automatically suspended in case of force majeure.

If the force majeure persists for more than one (1) month without an equivalent solution found, either Party may terminate the Contract without refund of sums already paid.

15. Miscellaneous

15.1 Non-Solicitation

For twelve (12) months after completion of Services, the Client shall not directly or indirectly solicit the Agency’s Influencers, employees, subcontractors, or partners without prior written agreement.

15.2 Governing Law and Jurisdiction

These T&Cs are governed exclusively by French law. In case of dispute, jurisdiction is assigned to the courts within the jurisdiction of the Paris Court of Appeal.

Only the French text shall prevail in case of translation.

16. Electronic Signature

The Parties expressly agree to sign these T&Cs, the Special Conditions, and the Quotation electronically, in accordance with Articles 1366–1367 of the French Civil Code.

The electronic version of these documents constitutes the original and has full probative value.

The Parties agree not to contest the admissibility, enforceability, or evidential value of electronically signed documents.

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