TErms of sale

Article 1 – General information

These General Terms and Conditions of Sale apply to all creative services provided by Hayat Jaffar. The signature of the estimate involves the full and whole adhesion, without restriction nor reserve, of the customer to the present general conditions of sale.

Hayat Jaffar reserves the right to modify its general terms and conditions of sale, its formulas and its rates at any time and without prior notice. These changes will not affect any orders in progress or any order forms already signed.

The Client calling upon the services of Hayat Jaffar acknowledges having taken cognizance of Hayat Jaffar’s advisory, artistic and technical capacities before requesting her intervention and accepts without reservation the following general conditions of sale, as well as the warnings set out in theExtract from the law n° 57-298 of 11 March 1957 on artistic property (J.O. of 14 March 1957) of authors’ rights concerning intellectual property laws.

To do this, the Customer shall sign the order, preceded by the handwritten words “read and approved” at the bottom of the Terms of Sale. Any signed order or quotation implies full and unreserved acceptance by the Client of these general terms and conditions of sale. The service includes everything that is explicitly listed in the “Service Details” field of the tailor-made estimate. As a corollary, it does not include anything that is not explained in this same field.

Article 2 – Parties to the contract

The term “Client” refers to any natural or legal person who has required the professional skills of Hayat Jaffar as a freelance graphic and digital designer and webmaster.

The term “provider” refers to the micro company HAYAT AGENCY represented by Hayat Jaffar whose head office is 3G Rue du Fort Chevreuse 10000 TROYES, registered at the RCS of TROYES under the number Siret: 89527194800013

Third party” means any legal or natural person not party to the contract.

Article 3 – Workplace and travel of the provider

Hayat Jaffar reserves the right to carry out its mission outside the premises of the client company and to choose the place where it will carry out its mission, unless agreed in writing between Hayat Jaffar and the Client. The client agrees not to impose on Hayat Jaffar a physical presence or a displacement in any place, this whatever the phase or the progress of the mission. In the event of work on a contractual basis or in collaboration with other collaborators of the company, whether or not of a one-off nature, the client undertakes to make all equipment, infrastructure and supplies available to Hayat Jaffar if the execution of the assignment so requires.

Article 4 – Client’s responsibilities

In order to allow these achievements in the best conditions, the Customer undertakes to provide accurate and real information and undertakes to inform Hayat Jaffar of any change concerning the data provided. The Customer will be solely responsible for any malfunctions or errors that may result from erroneous information transmitted by him.

In addition, and for the sake of smooth communication, the Customer must maintain a valid e-mail address, telephone and postal address.

Article 5 – The client’s obligations

To enable Hayat Jaffar to carry out its mission correctly and on time, the Client agrees to :

• Establish the most precise specifications possible detailing the nature and environment of the order to be carried out, and which will not be modified, except by agreement of the parties, after being approved by Hayat Jaffar. 
• Give Hayat Jaffar the order form/quotation (dated, signed and stamped)
• To provide all the documentary, graphic and textual elements necessary for the proper execution of the contract, (in the formats requested by Hayat Jaffar for optimal execution and quality of the chosen medium) and all legal information to be added to the documents. The Client assumes responsibility for the content of the documents it publishes.
• Be the owner of the necessary intellectual property rights relating to all of the above elements transmitted to Hayat Jaffar (logo, acronym, photographs, etc.). The search for anteriority of names and creations is the responsibility of the Client and remains his responsibility. The Client alone may be held liable in this respect.
• To actively collaborate in the success of the project by providing Hayat Jaffar with all the documents and information necessary for the proper understanding of the needs and the proper execution of the service. 
• Accept the technical and creative recommendations made by Hayat Jaffar or choose the most suitable proposal if necessary. 
• To indemnify Hayat Jaffar against any action that may be brought against it due to the nature of the data or information (texts, images, sounds) that may have been provided or chosen by the Client.
• To pay the sums due to the service provider within the set deadlines.

Article 6 – The obligations of the provider

If necessary and for the sake of a smooth understanding with the Client, Hayat Jaffar may intervene in the elaboration of the specifications, jointly with the Client.

• Hayat Jaffar guarantees that the creations are legally available and are not encumbered by the rights of third parties, whether or not they are employees of Hayat Jaffar, for the uses provided for under the contract.
• Hayat Jaffar undertakes to keep the Client regularly and effectively informed of the progress of the project, and a system of feedback and client validation will be put in place as part of the contract. 
• With regard to confidentiality, throughout the duration of the present contract and even after its termination, Hayat Jaffar undertakes to keep strictly confidential all information and documents of any nature whatsoever relating to the Client, to which it may have had access in the context of the performance of its mission.

Article 7 – Quotation, order form and start of work

The quotation signed by the Client, as well as the Terms of Sale, constitute acceptance of the latter and act as a purchase order and contract.

The quotes issued by Hayat Jaffar are valid from the date of issue and for a period of fourteen days. They may be revised upwards or downwards, particularly in the event of changes in the specifications. As of the signing of the quotation, the Client must pay a deposit of 30% or 50% of the total price of the work to be carried out, before the work begins. 

The work will begin when all the documents (signed quotation and Terms of Sale + the deposit paid) and graphic, typographic and textual elements necessary for the proper execution of the contract are available to Hayat Jaffar.

The maximum time limit for Hayat Jaffar to complete an order placed by a Client is six (6) months.

Articles 8 – Ancillary fees

The technical costs and various elements necessary for the realisation of Hayat Jaffar’s services and which do not fall within the scope of its offers are not included in the prices indicated on the estimate initially presented to the client. These include, for example, typographic fonts and the purchase of art (photographs or illustrations from image banks).

In the event that modifications, additions or deletions of data, requested by the client during the course of the project – and indicating an omission or an error on the part of the client – imply a substantial reworking of the initial specifications (author’s corrections), or generate additional work, these will be invoiced in addition to the initial estimate. 

The sums corresponding to the work already carried out by Hayat Jaffar are due by the client and immediately payable.

Article 9 – Amendment fee

Any modification beyond the 5^th proposed model will be invoiced on the basis of an estimate under “modification costs”, in proportion to the time spent by Hayat Jaffar.

Article 10 – Validation of the work

After the project creation phase, the Client undertakes to transmit its validation clearly and explicitly to Hayat Jaffar (by sending an email or letter dated and signed).

It is agreed between the two parties that the consideration of modification request(s) made by other means, including orally, are left to the convenience of Hayat Jaffar.

In the absence of a validation or a request for modification of the models by the client within a period of fifteen days, these will be considered validated by both parties. Work that has been tacitly validated shall be delivered in due form by Hayat Jaffar. This implies that the amounts corresponding to this work are due.

There are many different ways of visualising models before they go to print and they do not all meet the same standards. As a result, the service provider cannot be held responsible for any differences between a computer display and the final result of the printed products. The reproduction of colours cannot be guaranteed to be identical between the computer tool and the production line of the service provider’s partners. The colours visible on a screen (whatever it may be) are not contractual and will in no case be those rendered on the various media offered (the same applies to prints made on a printer). 

Article 11 – Billing and payment

Payment for services shall be made by bank transfer to the order of Hayat Jaffar. The maximum period for payment of the sums due is set at the seventh day following the date of receipt of the invoices, unless Hayat Jaffar clearly grants an additional payment period.

Billing procedures differ depending on the service:

For services concerning the creation of a website:

• Deposit of 30% of the total amount of the quote, to be paid before the deadline of the quote.
• Payment of the invoices listed in the quotation in the “schedule” section, within seven days of the date of issue of the invoices.
• Final (balance) invoice: invoice for the final amount (last due date) containing the information from the quote and previous invoices.

For services concerning the development of a visual identity :

• Deposit of 50% of the total amount of the quote
• Final (balance) invoice for the remaining 50% of the total amount after client approval. The files will be delivered once the payment of the final invoice has been received.

For all other graphic services of an amount equal or superior to 100€:

• Deposit of 50% of the total amount of the quote
• Final (balance) invoice for the remaining 50% of the total amount after client approval. The files will be delivered after payment of the final invoice.

For graphic services under 100€, payment in instalments is not offered, so only one invoice will be issued. The reception of the payment conditions the beginning of the work.

Unless an additional payment period has been agreed between the two parties and is stated on the invoice, payment shall be made no later than the 7^th day following the date of issue of the invoice. Any delay in payment may give rise to late payment penalties payable without reminder, at the rate of 10% of the total invoice per month of delay (Fight against late payment / article 53 of the NRE Law), as well as a fixed indemnity of 40€ (C. Com. art. D441-5). Payments by bank transfer to the order of “Hayat JAFFAR”. No discount for early payment.

Article 12 – Cancellation and breach of contract

In the event that the client terminates the contract before the end of its term, the client formally undertakes to regularise and pay the amounts relating to the current schedule, to the items completed or in the process of being completed, as well as to the additional services performed.

All copyrights remain the sole and complete property of Hayat Jaffar, with the exception of data provided by the client. The files and source data created and used by the graphic designer cannot therefore be claimed by the client without a financial contribution.

Mock-ups, and more broadly, all original works, remain the property of the graphic designer, as do rejected projects.

The deposit already paid will be retained by Hayat Jaffar as compensation for the work undertaken.

Limitation of liability :

The Provider’s liability for the services shall be fully discharged as of the delivery of the finalized model. If the present contract could not be carried out in whole or in part, due to causes beyond the control of the service provider, the latter shall not be held liable. In all cases, the service provider’s possible liability may not lead to compensation exceeding the sum paid by the client for the services provided for in this contract. The service provider shall provide its services in accordance with the rules of the art used in the profession, it being expressly agreed that it shall only be bound by a general obligation of means. The service provider shall not be held liable for any failure on the part of a supplier.

Article 13 – Specific terms and conditions for website creation

The service provider will make its best efforts to take all the care and diligence necessary to provide a quality service in accordance with the practices of the profession and the state of the art. The service provider is only responsible for an obligation of means, which must not under any circumstances be considered as an obligation of result.

Limitation of the provider’s liability :

Hayat Jaffar cannot be held responsible in case of :

• Fault, negligence, omission or lack of maintenance on the part of the Client, non-compliance with the advice given: In particular, when the service provider provides hosting services, it retains control of FTP access. However, as soon as the client has the said FTP access, the service provider is automatically released from any responsibility for the unavailability of the pages, the nature of the content (notably non-respect of copyright), the lack of display, the partial or total deterioration of the page content.
• In general, the Provider shall not be liable in any way for any malfunction resulting from misuse by the Client or unauthorised intervention by the Client in the service provided by the Provider.
• Interruption of accommodation
• Fault, negligence or omission of a third party over whom the provider has no supervisory control. In particular, when the provider provides links to other sites, by advertising banners or not, or by any other means, he cannot be held responsible for the content, products, services, advertising, cookies or any other elements of these sites as well as for any damage or loss, proven or alleged, consecutive or in relation with the use of information, services or data available on these sites.
• Disclosure or unlawful use of the password given to the Customer in confidence.
• Malfunction or slowdown of networks or the Internet as a whole.

Article 14 – Incapacity to work

In the event of incapacity to work due to illness or accident, Hayat Jaffar reserves the right to modify the current schedule without the Client being able to demand payment of compensation. In return, and in fairness to the Client, Hayat Jaffar shall notify the Client from the first working day of its incapacity.

Article 15 – Force majeure

In the event of force majeure, the parties cannot be held responsible or have failed to fulfil their contractual obligations. The contract between the two parties shall be suspended until the causes of the force majeure have ceased to exist.

Force majeure takes into account facts or circumstances that are external to the parties, unforeseeable and beyond their control. Are also considered as force majeure, the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the stoppage of telecommunication networks, and in particular all networks accessible via the Internet, or difficulties specific to telecommunication networks outside the parties.

The party affected by the force majeure shall notify the other within five (5) working days of the date on which it becomes aware of the force majeure. The two parties will then agree on the conditions and time limits within which the performance of the contract will be continued.

Article 16 – Dispute resolution

The contract is subject to French law. In the absence of an amicable agreement between the parties, any dispute or litigation concerning the interpretation or execution of this contract shall be brought before the competent courts of Troyes, to which they expressly attribute jurisdiction.

Article 17 – Properties of the work carried out

The totality of the creations, production/design and related rights, which are the subject of the order, remain the full and exclusive property of Hayat Jaffar until the invoices issued are paid in full by the Client

As a corollary, the Client shall become the de facto owner of the production and of the rights assigned as of the final payment, settling all the invoices issued by the service provider in the context of the order.

Unless otherwise stated in the quote, the production files and sources remain the property of Hayat Jaffar. Only the finished product will be sent to the Client. The author is not obliged to make the source files available to the Client, but only the result of his work in a form that can be used by professionals in the sector concerned.

In the absence of such a mention and if the Client wishes to have the sources of the documents, a rider to the general terms and conditions of sale of the service provider must be requested. The work carried out by Hayat Jaffar, in particular the preliminary studies, remains confidential and may under no circumstances be transmitted by the Client to a third party without prior agreement.

Article 18 – Principles of divestment

In accordance with the Intellectual Property Code (articles L. 121-1 à L. 121-9), it is recalled that the moral rights of a creation (including, among others, the right to respect of the work and the right to respect of the name) remain attached to its author in a perpetual and imprescriptible manner. In fact, only the economic rights explicitly stated on the present order will be transferred to the client company, to the exclusion of any other, and this within the possible limits also appearing therein (limit of support, territory or duration). Any representation or reproduction in whole or in part without the consent of the author or his successors in title is unlawful and punishable under the laws relating to the offence of counterfeiting. The same applies to the translation, adaptation or transformation, arrangement or reproduction by any art or process whatsoever (article. L. 122-4 du CPI).

Article 19 – Right to reproduce and distribute the work

Reproduction and distribution rights are calculated according to the distribution of the creation. They may be assigned on a flat-rate basis or partially, with each different adaptation of the original work being subject to a new assignment of copyright. For each new edition, the amount of the rights must be updated.

The rights are assigned within the temporal and geographical scope of this contract and shall not exceed this limit. In order to allow the client to freely exploit the service provided within the framework of its activity, all of the economic rights relating to the service provider’s creation under the project will be entirely and exclusively transferred to the client, for distribution on the media specifically addressed at the time of the order, upon effective payment of the entire fee due, including said transfer.

Article 20 – Commercial information and copyright

The service provider reserves the right to include a commercial statement in the production clearly indicating its contribution, unless otherwise explicitly stated by the Client. This could be the formula “Design by Hayat Agency” or “Design by Hayat Agency” accompanied, when the medium allows it, by a hypertext link pointing to the site of its activity (hayatagency.fr). The client company undertakes not to object to this, and never to delete this information.

Article 21 – Right of publicity

The client shall provide the designer with several copies of the designs. The designer reserves the right to use the designs for promotional purposes.

The service provider reserves the right to publicly mention the work carried out for the Client and to present the project as a reference in the context of its commercial prospecting, external communication and advertising. The client company undertakes never to object to this.