General Terms and Conditions of Sale
The company OLYN ONE (hereinafter “OLYN ONE”) is an entity of the OLYN group, a digital marketing agency offering advertisers services combining marketing, media, data, data, influence and brand content.
The purpose of these General Terms and Conditions of Sale (hereinafter “the T&Cs”) is to define the conditions under which OLYN ONE provides its customers with services, in particular in digital marketing.
The customer declares to have read and accepted these GCS before any request for a quote, order or start of service.
OLYN ONE offers a wide range of Services (hereinafter the “Service (s)”) and creates various types of marketing campaigns on behalf of Advertising Clients.
1. Description of services
OLYN ONE offers digital marketing services, in particular in consulting, strategic support and operational execution in digital marketing:
- Influence and social media
- Programmatic media, SEA, SEO
- Content creation
- Data acquisition, CRM and traffic
- Special and event operations
- Other tailor-made services defined by mutual agreement
The services are specified in a quotation or a commercial proposal accepted by the Customer.
2. Commands
All orders are subject to a personalized quote specifying the nature, scope, price and delivery times of the services. The order is considered firm and final as soon as the quotation is signed or validated in writing (by post or email) by the customer. This acceptance constitutes the conclusion of the contract and implies full and unreserved adherence to these GCS.
Sending a quotation to the customer (in the form of an order form or mandate contract) only binds OLYN ONE after validation by its Management. The order form summarily describes the agreed services, the main modalities and the budget dedicated to the Service; the terminologies used can always be specified by OLYN ONE upon consultation of the lexicon or simple request. The signed sending of a purchase order by the customer implies unreserved acceptance of the CGV and CPV by the customer. OLYN ONE recalls that its GTC are always available on request and can be freely consulted 24 hours a day on its website; the GCS are attached to the order and/or the mandate and are therefore always enforceable against the Customer. OLYN ONE reserves the right to modify its CGV in order to inform the Advertiser by any means, the Advertiser for its part obliging itself to consult the CGV available on the Internet before any order and regularly.
In the case of media plans (purchase of space), paid referencing (sponsored links), OLYN ONE acts as an intermediary on behalf of the Advertiser; and is therefore part of a mandate certificate signed in principle for each calendar year. By entrusting a Service, the Advertiser accepts the constraints inherent to the multiple aspects and capacities of the complex and evolving media that is the Internet.
He acknowledges that OLYN ONE is only bound by a simple obligation of means (unless otherwise explicitly specified on the order form in terms of obligation of result) and declares:
1/ have the full commitment capacity of your company and
2/ have full competence and understanding of the terminologies and tools used and more generally of the content of the Service entrusted to OLYN ONE during the order and subsequent exchanges.
The Service is subject to these General Terms and Conditions of Sale (hereinafter “CGV”) and to the Special Conditions of Sale (hereinafter: “CPV”) established at the time of the order; the CGV and CPV prevail over any other condition of purchase by the Customer. In the case of a media plan (purchase of space) and/or paid referencing (sponsored links), the Service is also subject to the terms and conditions of the media.
3. Evidential value of electronic notifications
All data, information, files and any other digital element exchanged with the Customer, as well as any expression of will, including by electronic means, relating to the Service will constitute admissible, valid, enforceable and enforceable evidence that has the probative value of a private act. The Advertiser undertakes not to contest the admissibility, validity, opposability or probative force of the above-mentioned elements of an electronic nature or format, on the basis of their electronic nature. Unless proven otherwise, these elements will be valid and enforceable between the parties in the same way, under the same conditions and with the same probative force as any document that is drawn up, received or retained in writing.
All notifications should be sent by email to the email addresses indicated by each party. It is therefore the Customer's responsibility to constantly ensure that the postal or electronic contact details and data communicated to OLYN ONE under the terms of the order form and relating to his account are up to date and accurate throughout the duration of the Service.
To this end, the Advertiser undertakes to notify OLYN ONE, without delay, in writing, of any modification of these elements. However, it is specified that any notification of grievances from the Customer relating to the Service and billing must, in order to be admissible, be duplicated by registered letter with AR to the head office of OLYN ONE.
4. Values, parameters, deadlines, durations, goals etc.
The values, parameters, deadlines, durations, objectives (performance or other) etc. of the Service are generally indicated on the order forms; taking into account the unpredictability of all the complex parameters of a Service, they are always by nature indicative, average and purely predictive data that OLYN ONE strives to respect as part of its obligations. Their non-compliance may not lead to the cancellation of orders, nor to damages for delay or failure, nor to discounts or discounts, nor to compensation for direct or indirect, unexpected or exceptional damages, claimed by the Customer. The budget dedicated to the Service may be allocated beyond the duration initially planned and up to its balance.
5. Exclusive value of data and statistical tools | OLYN ONE
The Advertiser unreservedly accepts that the data and/or statistical and/or measurement tools of the Service used by OLYN ONE (reach, impressions, video views, clicks, leads or any other unit of measurement of agreed values) are irrevocably accepted by the Advertiser as exclusively authentic and deemed to be official and definitive; they prevail over any other data or tools of the Customer or third parties. The data and statistics issued or provided by OLYN ONE are alone and validly used as contractual data. The reports, reports, deliveries, tables, texts, messages etc. relating to the execution of the Service are deemed to be regularly sent by OLYN ONE to the Customer, directly or by electronic access to the tools; the Advertiser undertakes to read them regularly; this data may take any possible form.
In the absence of an explicit and detailed dispute from the Customer received within 7 days following their notification, their contents are definitively enforceable by OLYN ONE against the Customer and the Service deemed accepted, as executed in accordance with the order.
6. Cancellation or modification of an order or mandate
The order or mandate may only be cancelled or modified by the Advertiser with the express consent of OLYN ONE and after agreement of the parties on the terms of compensation of OLYN ONE for any damage resulting therefrom.
Neither party may be held responsible for the partial or total performance of its contractual obligations if a force majeure event occurs, as defined by current legislation, including but not limited to natural disasters, strikes, epidemics, governmental restrictions, etc.
7. Services contrary to usage
OLYN ONE reserves the right at any time, if it considers that the Service is likely to contravene practices, good morals, rules in particular ethical rules in force, or principles in force at OLYN ONE, or simply likely to engage its responsibility:
1/ to ask the Customer for any modification of the requested Service, a request to which the Advertiser undertakes to respond as soon as possible,
2/ to refuse, cancel or suspend any order, mandate, Service etc., without notice,
3/ to end the Service and/or the current mandate at any time.
Decisions motivated by OLYN ONE do not entitle the Customer to any compensation of any kind whatsoever. A total or partial reimbursement of the Service remains possible in the event that the Service deviates from the only internal principles in force at OLYN ONE; and in this case, the reimbursement can never exceed the amounts already paid to OLYN ONE, the Advertiser not being able to claim any other compensation of any kind whatsoever.
8. Guarantees
The Advertiser irrevocably and permanently guarantees OLYN ONE, so that it is in no way likely to be worried or held liable:
1/ that he has and will freely and permanently dispose of all the intellectual rights on the data (texts, sounds, images, etc.) entrusted to perform the Service, without any risk of counterfeiting, and more generally that he is personally responsible for the possession or prior obtaining of all the rights and authorizations necessary for the Service, OLYN ONE being in no way responsible for possible and alleged transgressions, encroachments, or counterfeits of data or rights granted by the Advertiser under the Service,
2/ that he has made or will be responsible for any remuneration due, in particular for the reproduction, communication and making available to the public as part of the Service, and that he has concluded all the necessary contracts and has obtained or will obtain all the prior authorizations of all natural persons entitled to rights (namely, beneficiaries, including collective management societies), and of all natural persons whose name, image, voice, biography, or property (tangible or intangible) etc. will appear as part of the Service,
3/ that the direct or indirect content of the data published on the Internet as part of the Service does not violate any norm and/or regulation in force (in particular relating to advertising, competition, sales promotion, intellectual property, the use of the French language, the use of the French language, the use of the French language, personality law, personality law, the collection of personal data...), nor with any third party rights (relating in particular to intellectual property rights on their works, on software etc.), nor more generally to the rules or practices in force and in particular the guidelines of the International Chamber of Commerce, and does not contain any defamatory or harmful messages against third parties, all without this list being exhaustive,
4/ that the data provided to OLYN ONE in order to carry out the Service does not give access, through “hyperlinks”, to websites whose content is likely to be contrary to the regulations in force or presenting false, deceptive or misleading information or documents that are defamatory, or misleading, or defamatory, or counterfeiting, or otherwise harmful, or more generally, unlawful, prejudicial to OLYN ONE or all third party. The Advertiser undertakes that no click made as part of the Service will cause damage to the computer of a user or Internet user, will not result in the download of software (s) without the knowledge of the user or Internet user, or will not change a user's settings, or create unwanted advertisements, and in particular unwanted advertisements, in particular sequential advertisements, so-called “pop-up” or “pop-under” windows etc. and more generally does not generate a harm to anyone or harms OLYN ONE or engenders liability for OLYN ONE. The Advertiser undertakes not to engage in, or will not encourage others to engage in, spamming, or irregular, malicious or click fraud activities (according to the principles of current regulations and case law),
5/ that the elements transmitted to OLYN ONE in order to enable it to perform its Service are compatible with all browsers and types of Internet connection available on the market on the day the order form and/or mandate is signed. The Advertiser undertakes to inform OLYN ONE without delay of any complaint made by a third party in the context of the performance of its Service so that OLYN ONE can, if necessary, suspend or interrupt the Service without this suspension or interruption giving rise to any right to any compensation for the benefit of the Customer.
In any event, the Advertiser undertakes:
1/ to report and guarantee OLYN ONE as well as its managers, staff, subcontractors and partners, from any request or action by a third party;
2/ to indemnify OLYN ONE against the possible consequences of any recourse initiated by any natural or legal person who considers themselves injured in any way whatsoever, by the dissemination of the data provided by the Advertiser to OLYN ONE in order to enable it to perform the Service.
The Customer's guarantee covers all damages and/or civil, administrative and criminal sanctions to which OLYN ONE, its managers, staff, subcontractors and partners would be sentenced and extends to any legal costs, including any costs and fees of court officials appointed for its defense. The Advertiser will also remain liable for all the amounts due to OLYN ONE for the entire Service.
9. Intellectual rights
The Advertiser is and remains the owner of its brands, licenses and more generally of the rights exploited under the Service entrusted to OLYN ONE. The Advertiser irrevocably authorizes OLYN ONE, on a non-exclusive basis but worldwide via the internet, to use, reproduce, represent, adapt and make available to the public, all elements, data, rights etc. including in particular brands, logos, distinctive signs and more generally creations protected by copyright or intellectual property rights, according to the terms and conditions of performance of the Service.
The Advertiser does not acquire any right to own or use the rights, data, know-how, references, distinctive signs, emblems, logos, brands, works, texts, or screenshots etc. exploited by OLYN ONE etc. exploited by OLYN ONE, which remain its exclusive property.
10. Service Rates and Remuneration
Given the wide variety of Services offered, the evolution of technologies and markets, the types of Customers and possible requests, the Advertiser recognizes that no fixed general price schedule can be set. The prices of the Service are those fixed at the time of the order. They remain applicable for the duration of the Service.
In the case of an order or mandate denominated in foreign currency, the exchange rate variation may be reflected in the invoiced price. The Service is paid in multiple forms: fees, sale of services, administrative and management fees, percentage on sales, intermediation commissions (in case of purchase of space) etc.
The Advertiser undertakes to pay the agreed amount (s) according to the terms and conditions set out in the order form.
In the context of certain Services, OLYN ONE may act as a “paying agent” correlated to a certificate of payment mandate, on behalf of the Customer with respect to third parties (i.e. responsible for paying support invoices and various third parties) and the Advertiser then undertakes to pay according to the terms and conditions set out in the order form the amounts corresponding to the external integration or purchase, plus the OLYN ONE commission. If OLYN ONE is designated a “non-paying agent”, correlated to a non-paying mandate certificate, the Advertiser undertakes to pay the agreed remuneration directly to him, according to the terms and conditions set out in the order form, and to pay the amounts due directly to the media.
In the event of a Customer's failure, OLYN ONE cannot be held responsible with respect to third parties and supports. Likewise, in the event of any failure of the supports, OLYN ONE cannot be held responsible to the Customer for the total or partial disruption/interruption of the Service.
Prices are expressed in euros, excluding taxes (HT), unless otherwise stated. The applicable VAT amount is specified on the quotation and the invoice.
Unless otherwise agreed, the terms of payment are as follows:
- 30% deposit upon order
- 70% upon delivery or upon completion of the service
Invoices are payable within 30 days from the date of issue. No discount will be given for early payment. In the event of late payment, late payment penalties will be payable, at the legal rate in force, as well as a fixed compensation for recovery costs of €40.
11. Terms of payment of remuneration
OLYN ONE invoices are in principle payable in cash, except for other terms and conditions set out on the order form or specific and express agreement issued exclusively by the General Management. Payment is deemed to be final only after effective and complete cashing.
12. Penal clause
Any delay in payment starting from the 1st month following the due date of the invoice will automatically result in the payment of a sum of 40€ in addition to late payment interest set at 0.03% per day of delay until full payment, without prejudice to legal costs (fees and expenses of lawyers, bailiffs, tribunals and courts) in the event of legal action, after simple notice to pay remained in vain. When payment is agreed in installments, the non-payment of a single due date will result in the immediate payment of the entire debt.
13. Limits of OLYN ONE's liability
OLYN ONE can only be held liable if it arises from a Service for which its fault is direct, circumstantial and demonstrated, and is previously notified by the Advertiser by registered letter with AR. OLYN ONE always has a reasonable amount of time to repair. In any event, OLYN ONE's liability can only be brought into play within a period of 6 months following the date of occurrence of the triggering event and may in no case exceed the net amount paid to OLYN ONE for the Service. OLYN ONE cannot in any way be held responsible in the event of a failure by the Customer, its employees or partners to breach any of their obligations, nor be responsible for delays or non-fulfilments resulting from the occurrence of a commercial, legal, technical or any other difficulty or impediment of a commercial, legal, technical or any other nature, or when OLYN ONE is dependent on or the victim of constraints, services or third parties, of administrative authority, or of any other nature, or when OLYN ONE is dependent on or a victim of constraints, services or third party actors, of administrative authority, or of any other nature. occurrence of a case of force majeure; OLYN ONE will endeavor to hold the Advertiser informed as soon as possible and as far as possible of the occurrence of an event delaying or affecting the Service. Likewise, any defect in the information, data, materials of any kind provided by the Customer, such as in particular the non-compliance with technical specifications or legal rules, or any delay in the delivery of said elements can in no way justify the termination of the order and/or the mandate, nor give rise to the right to any compensation for the benefit of the Customer, and releases OLYN ONE from any responsibility for the Service.
14. Confidentiality
OLYN ONE provides the Customer with the Service and its advice with loyalty, within the framework of its obligations. OLYN ONE regularly reports to the client on its mission relating to the Service. The Advertiser undertakes to consider by nature as confidential any information provided by OLYN ONE in the context of the performance of the Service. The expressions “confidential information” or “information” refer to information and/or results that are said to be sensitive, whether or not owned by OLYN ONE, communicated to the Customer, regardless of the medium used for this transmission (written, oral, visual or computer).
The Advertiser is required to:
1/ to preserve and treat them with the appropriate degree of protection,
2/ not to disclose them to a third party, whether the latter is related to him or not, except for the needs of the Service,
3/ not to allow or facilitate the publication or distribution of such confidential information, and to use it only for the performance of the Service,
4/ to ensure, with its personnel authorized to know this information, that it maintains its confidential nature and the prevention of any disclosure to unauthorized personnel, as well as to take all appropriate measures to ensure that such personnel comply with non-disclosure obligations,
5/ to return to OLYN ONE any confidential information received in a tangible form and not to keep any copy or reproduction.
OLYN ONE is committed to complying with applicable laws on the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. The customer undertakes to provide data that is legal and in accordance with the GDPR. The processing of personal data will be carried out exclusively in the context of the performance of the services.
15. Duration
General case: unless otherwise specified, the Service lasts until the end of the expenditure of the budget dedicated to the campaign. Special case: unless otherwise specified, the Paid Referral Service (sponsored links) is renewed only when a new BDC is signed; but is only cancelled at the express notification of the Customer by registered letter with acknowledgement of receipt. In the case of the signing of a mandate contract between the Advertiser and OLYN ONE, the termination must respect the terms of the Contract.
16. Dispute
The Commercial Court of Paris is solely competent for any dispute arising between OLYN ONE and the Customer, even in the event of a warranty claim or multiple defendants, or even a contrary attribution clause appearing on the Customer's terms of purchase.