General Terms and Conditions of Services

Article 1 – Parties

The term ‘Service Provider’ refers to Cassandra Vion, freelance illustrator and graphic designer.

The term ‘Client’ refers to any natural or legal person who has required the professional skills of Cassandra Vion for any creation in her capacity as freelance illustrator and graphic designer.

The term ‘Third Party’ refers to any natural or legal person who is not a party to the contract.

Article 2 – General

The purpose of these general terms and conditions of services is to define the rights and obligations of the parties in respect of all orders placed by a Client with the Service Provider as a graphic creation and design business. The Service Provider reserves the right to modify at any time and without prior notice its general terms and conditions of services, its formulas and its rates. These changes will have no effect on orders in progress. If the Customer is a natural person, he/she acknowledges that he/she is of legal age in accordance with the laws of the country in which he/she resides.

The Client using the Service Provider’s services acknowledges having read and accepted without reservation the following general terms and conditions of sale. Any signed order or quotation implies the Customer’s full and unreserved acceptance of these general terms and conditions of services and of the specifications (attached to the quotation where applicable). The service includes everything explicitly listed in the quotation. Consequently, it does not include anything that is not explicitly stated.

Article 3 – Commitment of the parties

The Client and the Service Provider undertake to cooperate actively to ensure the proper performance of the contract. Each party agrees to communicate any difficulties of which they become aware as the project progresses, to enable the other party to take the necessary measures.

a/ The Client

To enable the Service Provider to carry out its work properly, the Client commits to :

Draw up precise and detailed specifications which will not be modified, except by agreement of the parties, once approved by the Service Provider.
Provide the Service Provider with the order form/quotation (dated, signed and/or stamped).
Provide all true and accurate information required to draw up the contract. The Client undertakes to inform the Service Provider of any changes to the information provided and will be held solely responsible for any malfunctions that may result from incorrect information. The Client must maintain a valid postal and e-mail address.
Provide all documentary, graphic and textual elements required for the proper performance of the contract and all legal information to be included in the documents relating to the contract. The Customer assumes responsibility for providing the content of the documents he/she issues.
Collaborate actively in the success of the project by providing the Service Provider, within the appropriate timeframe, with all the information (including feedback, corrections and validations) and documents necessary for a proper understanding of the requirements and the proper execution of her mission.
Be the owner of the intellectual property rights necessary for the exploitation of the elements provided above by the Service Provider.
Guarantee the Service Provider against any third-party claim relating to the infringement of the rights of the data or documents (texts, images, sounds) supplied and chosen by the Client.
Strictly comply with the technical and creative recommendations made by the Service Provider.
To pay the amounts due to the Service Provider within the established deadlines.

b/ The Service Provider

If necessary, the Service Provider may be involved in drawing up the specifications in conjunction with the Client.
The Service Provider guarantees that the creations produced are legally available and are not subject to the rights of Third Parties, whether employees of the Service Provider or not, for the uses provided for under the contract.
The Service Provider undertakes to keep the Client informed of the progress of the project, on a regular and effective basis, in particular through validations submitted to the Customer.
With regard to confidentiality, throughout the term of this Agreement and even after its termination for any reason whatsoever, the Service Provider 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 connection with the performance of this Agreement. The data collected will under no circumstances be disclosed to a Third Party.

Article 4 – Additional costs

The various elements that may be necessary for the performance of the Service Provider’s services and that are not included in its offers are not included in the prices indicated (including but not limited to typographical fonts, photographs or illustrations from image banks). The same applies to any printing costs. These additional costs must be paid by the Client directly to the external supplier or service provider.

Any modification, addition or deletion of data requested by the Client in the course of production – and arising from an omission or error on the part of the Client – which would involve a substantial reworking of the project (author’s corrections) or additional work, will also be invoiced in addition to the initial quote. Amounts corresponding to work already carried out by the Service Provider are due and payable immediately by the client company.

The Service Provider shall not be held liable for any errors in the content (text and/or graphics) after final approval of the project.

Subject to prior agreement, an emergency fee will be charged for services performed at the Customer’s request on Saturdays, Sundays, public holidays, at night (between 8 p.m. and 9 a.m.), or in the event of priority processing of the order to the detriment of orders in progress by the Service Provider.

Article 5 – Invoice and payment

Unless an additional payment period has been agreed between the two parties and appears on the invoice, payment of the invoice is due no later than the 30th day following the invoice date (C. Com. art. L. 441-6, al. 2 modified by the law of 15 May 2001). Payment shall be made by bank transfer or by cheque made payable to Cassandra Vion. Any delay in payment may give rise to late payment penalties payable without reminder, at the rate of 10% of the total amount of the 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). In the event of non-payment, the Customer shall be liable for all recovery costs (postage, legal fees, court costs, etc.).

Article 6 – Order form and start of work

The quotation and the GCS (General Terms and Conditions of Service) signed by the Client together constitute the sole acceptance of the latter and act as an order form. Quotations issued by the Service Provider are valid for one month from the date of issue. They may be revised, in particular to take account of changes in the specifications. Unless otherwise stated and agreed in advance, a deposit of 30% of the total cost of the services will be required when the order is placed. Services will only commence once these two conditions have been met (quotation and GCS signed and 30% of the total amount paid) and all documents required for the proper performance of the contract are available to the Service Provider.

Article 7 – Approvals

7-1 After the creation phase(s) of the project (e.g. sketch, colouring, page layout, etc.), the Client undertakes to send the Service Provider its approvals in a clear and explicit manner by sending an email or letter dated and signed. Any request for modification made by other means, in particular orally, is left to the discretion of the Service Provider.

7-2 The Client or its representatives are responsible for supervising and approving the various stages of production. Any excessively long approval period will result in a revision of the delivery date. The Service Provider shall not be held liable for any delays caused by the Client’s supervision and approval processes.

7-3 In the absence of validation or a request for modification of the various stages of development by the Client within a period of fifteen days of their receipt, they shall be deemed to have been validated by both parties. Work completed, delivered and tacitly validated implies that the sums corresponding to this work are due.

7-4 As there are many different ways of viewing the work and they do not comply with the same standards, the colours visible on a screen or printed on a particular printer are not contractually binding. The Service Provider cannot be held responsible for any differences between a computer display and the final result of the products (whether digital or printed).

Article 8 – Cancellation of order

In the event that the Client terminates the contract before the end of its term, the Client formally undertakes to settle and pay the amounts relating to the services provided or being provided, as well as any additional services. All rights (copyright, moral and economic) remain the sole and complete property of the Service Provider, with the exception of data supplied by the Client. The files and source data created and used by the Service Provider may not be claimed by the Client without a financial contribution. Mock-ups, sketches and any original work produced as part of the aborted project remain the property of the Service Provider, as do rejected projects.

Article 9 – Incapacity for work

In the event of inability to work as a result of illness or accident, the Service Provider reserves the right to modify the current timetable without the Customer being entitled to claim compensation. It is understood that the Service Provider must notify the Client from the first working day of his incapacity.

Article 10 – Force Majeure

The parties may not be held liable or in breach of their contractual obligations where the failure to perform their respective obligations is due to force majeure; the contract between the parties shall be suspended until the causes giving rise to the force majeure have ceased to exist. Force majeure takes into account facts or circumstances that are irresistible, external to the parties, unforeseeable and beyond their control, despite all reasonable efforts to prevent them. The following are also considered to be cases of force majeure: blockage of means of transport or supplies, earthquakes, fires, storms, floods, lightning, stoppage of telecommunications networks, and in particular all networks accessible via the Internet, or difficulties specific to telecommunications networks outside the parties. The party affected by the force majeure will notify the other party within 5 working days of the date on which it becomes aware of the force majeure. The two parties will then agree on the conditions under which performance of the contract will continue.

Article 11 – Ownership of the work

The totality of the production and the rights relating thereto, subject of the order, remains the full and exclusive property of the Service Provider as long as the invoices issued by the Service Provider are not paid in full by the Client, up to the total amount of the order and any amendments concluded in the course of the service. As a corollary, the Client shall become the de facto owner of the assigned rights upon final and balancing payment of all invoices issued by the Service Provider in connection with the order. Unless otherwise specified in the quotation, the production files and sources remain the property of the Service Provider. Only the finished product will be sent to the Client. In the absence of such a statement and if the Client wishes to have the sources of the documents, an amendment to this document must be requested.

Article 12 – Principles of rights transfer

In accordance with the French Intellectual Property Code (articles L. 121-1 to L. 121-9), only the economic rights explicitly set out in the conditions of assignment will be transferred to the Client for the work described, to the exclusion of any other, and within the limits also set out therein (limits of medium, territory and/or duration). You are reminded that the moral rights of a creation (including, among other things, the right to respect of the work and the right of respect of the name) remain attached to its author in a perpetual and imprescriptible manner. Any representation or reproduction, in whole or in part, made without the consent of the author or his successors in title is unlawful and punishable under the laws governing counterfeiting. The same applies to translation, adaptation or transformation, arrangement or reproduction by any art or process whatsoever (art. L. 122-4 of the CPI).

Article 13 – Copyright and credit

Unless explicitly stated otherwise by the Client, the Service Provider reserves the right to include in the work a commercial notice clearly indicating its contribution, such as the phrase ‘Illustrations: Cassandra Vion’ accompanied, when the medium permits it, by a hypertext link pointing to its business website (www.cassandravion.com). The Client undertakes not to object to this, and never to delete this information. Where applicable, the Client undertakes to display Cassandra Vion’s credits on any medium intended for this purpose (e.g. exhibition labels, magazine credits opposite the production concerned, etc.).

Article 14 – Right of publicity

The Service Provider reserves the right to mention its work for the Client as a reference and to quote textual or iconographic extracts from the works concerned in the strict context of its business development, external communication and advertising activities. Any reservation of the Service Provider’s right of publicity must be notified and negotiated before the quotation is signed and mentioned on the invoice.

Article 15 – Jurisdiction clause

Any dispute relating to the interpretation and performance of these General Terms and Conditions shall be governed by French law. In the event of a dispute, the Parties undertake to attempt to settle their disagreements amicably before bringing the matter before a court. Nevertheless, if they are unable to do so, they agree to designate the competent courts within the jurisdiction of the city of Paris to judge any dispute relating to the interpretation or performance of a mission or its consequences.