Terms and Conditions – Pixagility RH

1 – GENERALITIES

Unless otherwise agreed in writing, PIXAGILITY’s sales and services imply the unrestricted acceptance of these Terms and Conditions, which prevail over the Customer’s terms and conditions.

2 – FORMATION OF THE CONTRACT

When a particular agreement is established with the Customer, it constitutes the special conditions that modify or supplement these General Conditions.

3 – PRICE

Prices are stated without tax and, unless otherwise agreed, the prices shown on the quotations are valid for 1 month. After this period, PIXAGILITY reserves the right to modify the financial conditions of the offer. PIXAGILITY, each year on 31 December, will raise its prices according to the evolution of the INSEE consumer price index.

4 – DELAY

The execution or delivery times are given for information purposes and will be confirmed by the acknowledgement of receipt on the order. PIXAGILITY only recognises the validity of penalties for delay in delivery or execution, provided that it has approved the terms thereof. The delays of payment or force majeure and, more generally, any cause not being of its fact exempt PIXAGILITY from the observance of the deadlines of delivery or execution and exonerate it from any contractual responsibility.

5 – PAYMENT TERMS

Unless otherwise stipulated by contract, prices are payable to PIXAGILITY at 30 days invoice date by draft, check or transfer. Failing payment of any of the due dates, the other due dates shall become immediately due. Pursuant to Law 2008-776 of 4 August 2008, the so-called Law LME, any failure to pay at the agreed due date appearing on the invoice entails, by operation of law and without the need for formal notice, the application of compensation for late payment, calculated at the minimum rate of 3 times the statutory interest rate. For each written reminder for late payment, a lump sum payment equal to €40 will be payable (Article D 441-5 of the French Commercial Code). In case of difficulty or delay in the recovery of the receivables held on the customer, PIXAGILITY reserves the possibility to suspend the delivery and/or the service remaining to be performed, 15 days after the sending of a formal notice by registered letter with acknowledgement of receipt which has not been effective and notifying him of the suspension. PIXAGILITY reserves the right to invoke partial or total compensation to its customers between its debts and the amount of its invoices regardless of the maturity of its commitments.

6 – LIMITATION OF LIABILITY

PIXAGILITY will be responsible for the proper execution of its sales and services, except in the event of force majeure or unforeseen circumstances, according to the provisions in force regarding civil liability. Pixagility’s liability can only be incurred in the event that it has committed a gross fault, to the exclusion of any other fault that does not have that nature. Pixagility shall not be liable for the non-performance of any of its contractual obligations if such non-performance is due to an event beyond its control.

7 – INTELLECTUAL PROPERTY AND KNOW-HOW

Pixagility retains ownership of all its know-how, used or made available to the Customer as part of the performance of the service. Pixagility does not grant any intellectual and/or industrial property rights to the Customer, except with the prior written consent of the parties. The Customer guarantees the PIXAGILITY of any claim or action, of any kind, exercised by a third party, natural person or legal person, due to the content or the nature of the programs broadcast.

8 – CONFIDENTIALITY

Pixagility and the Customer undertake to respect the strictest confidentiality regarding the commercial information, documents, data or concepts that they may become aware of during the performance of the contract. The Parties shall be accountable for themselves, their employees and servants, for the performance of the obligation of confidentiality.

9 – TERMINATION

In case of serious breach of the performance of its essential obligations by the Customer, Pixagility may terminate the contract, by registered letter with acknowledgement of receipt and after a period of notice of 2 (two) months, without being liable for any compensation, in particular in the event of late payment of all or part of the price.

10 – DISPUTE RESOLUTION

The contractual relations between the Customer and Pixagility are exclusively subject to French law. The parties shall endeavour to do their utmost to resolve any dispute between them arising out of the formation, interpretation or performance of the contract and its consequences. Failing that, the courts of Paris shall have exclusive jurisdiction.