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FORM Terms and Conditions

SARL Holiday Entreprises (Trading as FORM)  

123 RUE DES GRANGES, 05100 MONTGENEVRE. FRANCE

No de siret: 50889272600029

TVA Number: FR 40508892726

Last Updated: [10/11/24]

Acceptance of a quotation, signing an agreement, or payment of a deposit will signify acceptance of the following terms and conditions. Please read carefully, and feel free to contact us if any point needs clarification.

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1. Financials

1.1 Pricing and Validity: All prices quoted exclude VAT (if applicable) and are valid for the period stated in the quotation or, if unspecified, for 30 days.

1.2 Estimates and Additional Charges: Quoted prices reflect estimated project completion times and assume your cooperation in providing content, meeting deadlines, and offering timely approvals. Additional charges may apply if requirements change, or if delays occur due to client actions. FORM will inform you of any cost changes in advance.

1.3 Payment Structure: The project fee will be paid in stages as follows:

   - 50% deposit upon agreement of the quotation.

   - 30% upon initial delivery.

   - 20% upon final approval.

   - For projects divided into stages, a new deposit is required before each stage begins. 

1.4 Extended Projects: If a project exceeds the estimated timeline or 12 weeks from the quote acceptance date, FORM reserves the right to invoice 25% of the outstanding balance, with the remaining 25% due upon completion.

1.5 Third-Party Services: Costs for third-party services require upfront payment of 75% to 100%, depending on the value, before FORM can proceed.

1.6 Payment Terms: Invoices are payable within 14 days of the date issued unless stated otherwise in writing.

1.7 Start Dates and Completion: Work will typically begin within ten working days of deposit receipt. Completion timelines are estimates, and FORM is not liable for delays caused by scope changes, lack of information or approval, third-party issues, or force majeure.

1.8 Hourly or Day Rates: When quoting an hourly or day rate, estimated timeframes will be provided. Scope changes may affect costs and timelines; FORM will notify you in writing.

1.9 Meetings: Prices include occasional project meetings. Extensive meetings may incur additional charges, which will be discussed in advance.

1.10 Exclusions: Unless specified, quoted prices exclude VAT, printing, custom illustrations, photography, copywriting, web hosting, travel, and other third-party costs.

1.11 Retained Services: Monthly retainers automatically increase by the annual UK Retail Price Index or by 5%, whichever is higher, each 31st of March. 

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2. Liabilities and Ownership

2.1 Ownership Transfer: FORM retains intellectual property rights until full payment is received. Upon payment, FORM transfers ownership and copyright of the final work, excluding unused designs and drafts.

2.2 Software Ownership: You retain content and website ownership; FORM and third parties retain ownership of proprietary software, plug-ins, source codes, etc.

2.3 Credit and Promotion: FORM requests credit for produced work (e.g., a credit on a website or print item). FORM may also use project work for its portfolio, advertising, or promotional purposes unless otherwise agreed.

2.4 Indemnity: You agree to indemnify FORM against any claims, losses, or expenses arising from services provided. FORM is not liable for third-party delays, errors, or force majeure events.

2.5 Defects Notification: Notify FORM of any issues within 14 days of final invoice. Claims made after this period may not be honoured.

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3. Confidentiality and Data Protection

3.1 Confidentiality: FORM will not use or disclose your proprietary information for personal benefit.

3.2 Data Protection: FORM collects and processes client data (contact details) solely for business purposes and will not share this data with third parties.

3.3 Data Objections: You may object to data processing for legitimate business reasons or direct marketing; FORM will cease data processing unless legally required.

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4. Contract Conditions

4.1 Force Majeure and Contract Termination: FORM may terminate or transfer a contract to a reputable third party if unable to complete it due to serious illness, unsafe working conditions, or force majeure.

4.2 Updates: FORM reserves the right to update these terms with immediate effect. Accepting these terms does not affect statutory rights.

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5. Design Work

5.1 Design Options: Up to two initial creative options will be presented. If unsatisfied after three rounds, FORM may terminate the agreement without refund.

5.2 Amendments: Prices include up to three rounds of revisions. Additional revisions may incur fees, with prior notification.

5.3 Sign-off: Written approval is required at each project stage before proceeding. Amendments after approval may incur additional fees.

5.4 Content: FORM typically expects content provision by clients but offers copywriting, illustration, and photography at additional costs.

5.5 Copyright Compliance: FORM will deliver original work. However, it is your responsibility to verify no copyright infringements. FORM retains rights to unused designs.

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6. Printing

6.1 Colour Variation: Due to print processes, FORM cannot guarantee exact colour matches. Variations may occur due to inks, substrates, and print processes.

6.2 Preferred Suppliers: FORM offers print management services. If clients use their own suppliers, FORM is not liable for print quality.

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7. Web Hosting

7.1 Hosting Services: FORM provides optional hosting services. Although of high quality, uptime cannot be guaranteed. FORM is not liable for downtime, virus issues, or indirect damages related to hosting.

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8. Location-Based Work

8.1 On-Site Work Rates: For photography and videography, FORM will agree on a project fee or hourly rate in advance. Start times must be confirmed, and hours will be rounded up to the nearest full hour.

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9. International Work and Compliance

9.1 Compliance with Local Laws  

FORM complies with applicable local, national, and international laws where services are delivered. However, it is the client’s responsibility to ensure that projects comply with specific local legal requirements (such as GDPR compliance, copyright law, and media rights) in their regions or industries. FORM disclaims responsibility for any legal issues arising from such non-compliance.

9.2 Client Responsibility for International Compliance  

If services are used in jurisdictions outside of the EU, UK, or France, the client shall ensure compliance with all applicable local laws, including but not limited to advertising regulations, tax obligations, and data protection standards. FORM reserves the right to terminate agreements if local laws prohibit service delivery.

10. Intellectual Property and Licensing

10.1 Granting of Licences  

Upon full payment, FORM grants the client a non-exclusive, worldwide licence to use final deliverables for the purposes agreed upon in the project scope. Use for any other purpose, or on media not specified in the contract, may require additional licensing fees.

10.2 Non-Exclusive Rights for Stock Materials  

Stock photography, illustrations, or videos provided through FORM are licensed on a non-exclusive basis and may also be used by other clients. Clients desiring exclusivity should specify this upfront, as additional fees may apply for exclusive licensing.

11. Data Protection and Privacy

11.1 GDPR Compliance  

FORM is committed to handling all personal data in accordance with the EU General Data Protection Regulation (GDPR) and other relevant data protection laws. The client confirms that any personal data provided is compliant with GDPR. FORM reserves the right to request proof of GDPR compliance if the client is processing EU citizens' data outside the EU.

11.2 Data Retention and Security  

Personal data will be stored securely and will only be retained for the period necessary to complete services and fulfil legal obligations. All data provided will be processed exclusively within the EU unless otherwise agreed upon with the client.

12. Limitation of Liability and Indemnification

12.1 Limitation of Liability  

FORM will not be held liable for any direct, indirect, incidental, or consequential damages arising from delays, service interruptions, or technical issues. FORM’s total liability will not exceed the value of the contract with the client, regardless of the cause of action.

12.2 Indemnification  

The client agrees to indemnify FORM and its employees against any third-party claims arising out of the client’s use of deliverables, except where such claims are a direct result of FORM’s negligence or misconduct.

13. Termination and Suspension

13.1 Right to Terminate  

FORM reserves the right to terminate this agreement for breach of terms or in case of non-payment. If FORM exercises this right, any work completed up to the date of termination will be charged, and no refunds will be given for any prepaid amounts.

13.2 Suspension of Work  

FORM may suspend work if the client fails to make timely payments, breaches terms, or fails to provide necessary information. FORM will communicate any suspension with the client, and work will resume upon fulfilment of outstanding obligations.

14. Force Majeure

14.1 Definition and Liability  

FORM is not liable for any delays or non-performance caused by unforeseen events outside of its control, including natural disasters, strikes, pandemics, or government restrictions ("Force Majeure"). In the event of a Force Majeure, FORM will communicate with the client as soon as possible to discuss potential delays or alternative solutions.

15. Governing Law and Jurisdiction

15.1 Applicable Law  

This Agreement is governed by and construed in accordance with the laws of France for French clients, and the United Kingdom for clients based in the UK, unless otherwise stated.

15.2 Dispute Resolution  

In the case of disputes, both parties agree to attempt mediation before seeking litigation. If a resolution cannot be reached, disputes will be subject to the exclusive jurisdiction of the courts of France or the United Kingdom, as per the client's location.

16. Client Responsibilities and Project Scope

16.1 Provision of Materials and Approvals  

The client is responsible for providing necessary content, approvals, and resources within agreed timelines. Delays due to client-side delays may result in rescheduling or additional charges, as outlined in Section 1.2.

16.2 Changes to Project Scope  

Any requested changes outside the agreed project scope must be submitted in writing and may incur additional fees. FORM will provide a revised quote and timeline for any scope alterations.

17. Non-Solicitation

17.1 Non-Solicitation of Employees  

During the term of this agreement and for a period of 12 months thereafter, the client agrees not to solicit, hire, or otherwise engage any FORM employee directly involved in providing services to the client. Breach of this clause may result in compensation equivalent to six months' salary for the affected employee.

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