General terms and conditions of sale
Article 1: Purpose – Scope
These general terms and conditions of sale (hereinafter referred to as the “General Terms and Conditions of Sale” or “GTC”) constitute, in accordance with Irish law, the sole basis of the commercial relationship between the parties.
The purpose of this document is to set out the terms and conditions under which Leadcontent (or “we” or “us”) provides services (the “Services”) to customers (the “Customer”).
These Terms and Conditions apply, without limitation or qualification, to all Services provided by Leadcontent to Clients, regardless of any terms that may appear in the Client’s documents, including the Client’s general terms and conditions of purchase.
Any order for Services implies, on the part of the Client, acceptance of these GCS.
The information appearing on Leadcontent’s website, social networks, catalogues, commercial brochures or price lists is given for information purposes only and may be revised at any time by Leadcontent.
However, in accordance with the regulations in force, Leadcontent reserves the right to deviate from certain clauses of these GCS, depending on the negotiations conducted with the Client, by drawing up a separate contract or special conditions set out directly in the quotation.
Article 2: Acceptance of the GTC by the Client
These GTC and the prices are expressly agreed and accepted by the Customer, who acknowledges having perfect knowledge of them and waives the right to rely on any contradictory document.
Article 3 : Quotation
The quotation specifies the Services that will be provided by Leadcontent to the Client.
The sale of Services is only complete once Leadcontent has drawn up an estimate and the Client has accepted it, as evidenced by the online payment of the offer.
Article 4: Additional services – Corrections
Any Service requested by the Client and not included in the accepted quotation will be the subject of an additional quotation.
When the Services include the research of subjects for the given period, the semantic study, the purchase of an image for which the Client holds the rights, the publication on the Client’s site, the optimisation of the article and the sending of a monthly report. Additional corrections, such as extra briefs, will be invoiced on the basis of the rate indicated on the quotation.
Article 5: Commitments of the parties
Leadcontent undertakes to use all the means at its disposal for the successful completion of the Services. The Client and Leadcontent undertake to collaborate actively in order to ensure the proper execution of the Services. Each party undertakes to communicate any difficulties of which it becomes aware as the project progresses, to enable the other party to take the necessary measures.
5.1 Commitments of the Client
The Client undertakes to :
- Designate, from within the client, a referent who will be Leadcontent’s privileged contact and transmit his contact details to Leadcontent;
- To provide Leadcontent, upstream, with all the elements necessary for the successful completion of the Services;
- Communicate to Leadcontent, within a reasonable period of time, all the information, documents and validations necessary for the performance of the Services within the agreed timeframe. The content must be in formats that allow Leadcontent to extract and use it in the best possible way;
- Communicate to Leadcontent all information, identifiers, access codes and passwords necessary for the performance of the Services.
5.2 Commitments of Leadcontent
Leadcontent is committed to :
- Regularly inform the Client of the progress of the Services, in particular through the validation of the different phases;
- Maintain the confidentiality of all information and documents relating to the Client, to which it may have had access in the context of the execution of the Services.
Article 6: Time limits for carrying out the Services
The lead times for carrying out the Services indicated on the quotation are given by Leadcontent for information purposes only and may be modified by Leadcontent.
Each of the parties undertakes to inform the other party as soon as it becomes aware of any elements likely to significantly modify the content of the commitment between the parties and in particular its duration.
Leadcontent undertakes to inform the Client as soon as an event occurs that could delay the performance of the Services.
Article 7 : Rates and Prices
The Services are provided at the rates mentioned in the quotation accepted by the Client. All prices are exclusive of tax. The VAT rate is that in force at the time of invoicing.
The supply of certain elements that may be necessary for the performance of the Services and that are not included in the quotation is not included. These elements may, at the express request of the Client, be the subject of a specific quotation.
Article 8: Terms of payment
Payment will be made online to the customer’s account through Stripe. Payments are automated every month by Stripe. Following each payment, the Customer will receive an invoice by e-mail and on his account where they will be available for download.
Leadcontent will only be able to start the first stage of the service (search for topics) after payment has been made.
Article 9: Duration
The duration of the commitment is that established on the quotation validated by the client and must be a minimum of 1 year. If the Client wishes to terminate the Services before the agreed deadline, it undertakes to inform Leadcontent by email 30 days before the deadline. If no request to terminate the Service is made, the Service is extended for a further 1 year.
Article 10 : Leadcontent’s liability
Leadcontent is subject to a general obligation of means for all Services.
Leadcontent shall only be liable for direct damage, to the exclusion of indirect damage.
In any event, Leadcontent’s liability shall not exceed the total amount of the price of the Services concerned.
The Client is the publisher of its website and blog and therefore assumes full and complete editorial responsibility for their content.
Leadcontent cannot be held liable when the content published on the Client’s website or blog has been written by the Client or when the Client has directly published content on its website or blog.
In any event, Leadcontent cannot be held liable for damages resulting from the occurrence of the following events:
- Hacking affecting Leadcontent, the Client, its website, blog or social networks;
- Bugs, anomalies or interruptions, affecting the Client’s website, blog or social networks or the online tools or services used on behalf of the Client (including but not limited to online document sharing platforms such as Google Drive or Dropbox), which do not enable Leadcontent to perform the Services;
- Loss of data resulting from a bug, anomaly or interruption affecting the Client’s website, blog or social networks or the online tools or services used on behalf of the Client (including but not limited to online document sharing platforms such as Google Drive or Dropbox);
- Any malicious or illegal act performed by a third party on the Client’s website or blog.
Article 11: Force majeure
Leadcontent cannot be held liable if the non-execution or delay in the execution of any of its obligations, as described in these GTC, results from a case of force majeure.
Leadcontent will endeavour to the extent possible to put an end to the case of force majeure or to find a solution enabling it to perform its contractual obligations despite this situation of force majeure.
Article 12: Intellectual property
The contents and modifications of the Client’s website or blog made by Leadcontent are the sole property of the Client.
Article 13 : Subcontracting
Leadcontent is authorised, subject to written instructions to the contrary from and expressly mentioned in the quotation subsequently signed by the Client, to subcontract the performance of the Services ordered by the Client in whole or in part.
Article 14: References
The Client expressly authorises Leadcontent to include its name, as well as its logo or trademark on the list of its commercial references and to mention its work for the Client in the context of its commercial prospecting, communication or advertising operations.
Article 15 – No waiver
Leadcontent’s failure to enforce any provision of these Terms and Conditions at any time shall not be construed as a waiver by Leadcontent of its right to enforce any such provision at a later date.
Article 16 – Applicable law – Jurisdiction
By express agreement between the parties, these GTC and the transactions arising herefrom shall be governed by and construed in accordance with the laws of Ireland. All disputes arising out of or in connection with these Terms and Conditions of Business, including disputes concerning their validity, interpretation, performance, termination, consequences and consequences, shall be submitted to the Commercial Court of Limerick.
The contract shall comply with all aspects of Irish law.