1 – Contract Parties
The term “Client” refers to any legal or natural person who has requested the professional services of Hélène Zannou in the capacity of a Public Relations and Communication Consultant. The term “Third Party” refers to any natural or legal person who is not a party to the contract. The term “Provider” refers to the individual freelancer Hélène Zannou, also known under the name Helene & Co.
2 – Miscellaneous
These general terms of sale aim to define the rights and obligations of the parties during the sale of products created by the Provider for its Clients within the scope of its commercial activity in public relations and communication consulting.
The Provider reserves the right to modify its general terms of sale, formulas, and prices at any time and without prior notice. These modifications will not affect ongoing orders. If the Client is an individual, they acknowledge being of legal age in accordance with the laws of the country of residence. The Client using the services of Hélène Zannou acknowledges having read and unreservedly accepted the following General Terms of Sale. To do this, the Client will confirm in writing that they accept these Conditions when accepting a quote. Any specific requests not covered by the estimate or purchase order must be the subject of a specifications document accepted by both the Client and the Provider and will be subject to a new estimate. The Provider’s working hours are as follows: Monday to Friday, from 9:00 AM to 6:00 PM. The Provider undertakes to communicate their vacation dates to Clients with ongoing contracts.
3 – Client’s Responsibility
The Client undertakes to provide accurate and sincere information and agrees to inform the Provider of any changes concerning the provided data, and will be solely responsible for any malfunctions that may result from incorrect information. The Client must maintain a valid email and postal address.
4 – Commitment of the Parties
The Client and the Provider commit to actively collaborate to ensure the proper execution of the contract. Each party undertakes to communicate all difficulties they become aware of as the project progresses, in order to allow the other party to take necessary measures.
4.1 – The Client
To enable the Provider to fulfill its mission, the Client undertakes to:
- Provide the Provider with the dated and signed estimate.
- Provide all documentary, data, graphic, and textual elements and any other information necessary for the proper execution of the contract (in the appropriate formats for the intended media), and the client agrees to provide all legal information to be included in the documents and assumes responsibility for providing the content of the documents they publish.
- Have the rights to the above-mentioned elements. Only the Client’s liability can be engaged in this regard.
- Actively collaborate to ensure the project’s success by providing the Provider with all necessary information and documents in a timely manner for understanding needs and executing services.
- Discuss and adhere to the technical and creative recommendations made by the Provider.
- Guarantee the Provider against any action that may be taken against them due to the nature of data or information (text, images, sounds) provided or chosen by the Client.
- Pay the sums due to the Provider within the specified deadlines.
- Inform the Provider of any potential competition with other providers.
4.2 – The Provider
- The Provider guarantees that the creations are legally available and not encumbered by the rights of third parties, employees or not of the Provider, for the uses specified in the contract.
- The Provider undertakes to regularly and effectively inform the Client about the progress of the project, particularly through validations submitted to the Client.
- In terms of confidentiality and throughout the duration of this agreement and even after its termination for any reason, the Provider undertakes to strictly keep confidential all information and documents of any nature relating to the Client, to which they may have had access in the course of executing this mission.
5 – Additional Costs
The following will be billed in addition: modifications requested by the Client during the course of execution, if they involve a revision of the project (author corrections). Travel required for the proper execution of the contract may also be billed to the Client.
In the event that modifications, additions, or deletions of data requested by the Client during execution – indicating an omission or error on their part – lead to additional work, these will be billed in addition to the initial estimate. The corresponding amounts for work already carried out by the Provider are due from the client company and immediately payable. Subject to the Provider’s agreement, an additional urgent fee (50% surcharge on the daily rate) will be charged for services performed at the Client’s request outside the days and hours defined in the “Generalities” section, or in the case of processing the order as a priority over other ongoing orders by the Provider.
Two rounds of modifications are included at each stage of collaboration (e.g., two rounds of modifications for the wireframe). The Client can request as many modifications as they wish if these requests are grouped within these two rounds. Any additional request will be charged $85 per hour excluding taxes.
6 – Work Locations
Unless there is written agreement between the Provider and the Client, Hélène Zannou reserves the right to carry out their mission outside the premises of the client company and to choose the location where they will perform it. The Client, if able, undertakes not to impose physical presence or travel on the Provider, regardless of the location or stage of the mission.
7 – Estimates and Commencement of Work
The estimate and the signed General Terms of Sale (GTS) together exclusively constitute acceptance of these terms and serve as an order form. This must be accompanied by the payment of 30% of the total price of the services to be provided. This sum is non-refundable even in the event of contract termination before its term. Work will commence when all documents (signed estimate, 30% of the total amount paid), and documentary, data, graphic and textual elements necessary for the proper execution of the contract are made available to the Provider. If the Client returns the estimate at a date later than the start date indicated on this document, the Provider is entitled to extend the delivery date by the number of working days exceeding the date stated on the estimate (working days do not include weekends, holidays, sick leave, and vacation periods).
8 – Approvals
After each creation phase of the project, the Client undertakes to provide the Provider with their approvals in a clear and explicit manner by sending an email or a dated and signed letter to the attention of Hélène Zannou.
In the absence of approval or a request for modifications to the layouts by the Client within fifteen days, they will be considered approved by both parties. The work performed, delivered, and tacitly approved implies that the amounts corresponding to this work are due.
9 – Invoice and Payment
Unless a longer payment period is agreed upon by mutual agreement and indicated on the invoice, payment must be made no later than the 30th day following the invoice date. Any delay in payment may result in late payment penalties payable without reminder, at a rate of 10% of the total invoice per day of delay, as well as a fixed indemnity of $40. The calculation of penalties will commence on the second working day after the payment due date indicated on the invoices. The calculation will end on the day of receipt of payment. Payment will be made by credit card or bank transfer to the attention of Hélène Zannou. No discount is granted for cash payment. In case of non-payment, the client will be responsible for all collection costs.
10 – Advance Payment and Order Cancellation
In the event of contract termination before its term by the Client or the Provider, the party must formally regularize and remunerate the amounts related to the ongoing schedule, completed items, or items being completed, as well as any additional services performed. All copyrights remain the exclusive and full property of the Provider, except for the data provided by the Client. The files and source data created and used by the Provider cannot be claimed by the Client without a financial contribution. The drafts, and more generally, all original works, remain the property of the Provider, as well as rejected projects. The advance payment already made will remain with the Provider, serving as compensation for the work undertaken.
11 – Incapacity to Work
In the event of incapacity to work due to illness or accident, the Provider reserves the right to modify the ongoing schedule without the requirement for the Client to pay compensation. It is understood that the Provider must inform the Client from the first working day of their incapacity.
12 – Force Majeure
The parties cannot be considered responsible or having failed to meet their contractual obligations when the failure to fulfill their respective obligations arises from force majeure; the contract between the parties is suspended until the causes of the force majeure cease. Force majeure includes irresistible facts or circumstances, external to the parties, unforeseeable, and beyond the parties’ control, despite all reasonable efforts to prevent them. The blocking of transportation or supply means, earthquakes, fires, storms, floods, lightning, the interruption of telecommunications networks, including all networks accessible via the Internet, or difficulties specific to telecommunications networks external to the parties are also considered as force majeure cases. The party affected by force majeure will notify the other within five working days following the date on which they became aware of it. The two parties will then agree on the conditions under which the contract will be continued.
13 – Dispute Resolution
The parties agree that, before taking any action in an external forum (consumer mediation, court, etc.), the Client must, in case of complaint, contact the provider within 5 working days through a registered letter with acknowledgment of receipt, stating the reasons for their dissatisfaction, to allow the Provider to present their observations. The parties commit, as a first step, to attempt amicable negotiation if possible during a jointly scheduled appointment, or through remote exchanges (emails, phone, or video conference).
14 – Ownership of Completed Work
The entirety of the production and related rights, subject of the order, remain the complete and exclusive property of Hélène Zannou until the issued invoices are paid in full by the Client. Correspondingly, the Client will become the de facto owner of the production and the rights transferred upon final payment and settlement of all invoices issued by the Provider in connection with the order. Unless otherwise stated on the estimate, production files and sources remain the property of the Provider. Only the finished product will be provided to the Client. In the absence of such mention and if the Client wishes to have the source files, an addendum to this document must be requested. The work performed by the Provider, especially preliminary studies, remain confidential and cannot be transmitted by the Client to a third party without prior agreement.
15 – Transfer Principles
The reproduction and re-edition of the creations of the Provider are subject to copyright fees. The transfer of these rights only concerns the specifically intended use. Any subsequent or different use requires a new agreement. Modifications or interpretations of a graphic creation cannot be made without the Provider’s consent. The signature cannot be removed without the Provider’s agreement. An idea proposed by the Client does not, in itself, constitute a creation.
16 – Reproduction and Distribution Rights
Reproduction and distribution rights are calculated based on the dissemination of the creation. They can be transferred on a flat or partial basis. Each different adaptation of the original work that results in a new transfer of copyright. For each new edition, the amount of rights must be updated. The rights are transferred within the temporal and geographical scope of this contract and may not exceed this limit. To allow the Client to freely exploit the service provided within their activity, all patrimonial rights relating to the creation of the Provider, for the project, will be fully and exclusively transferred to the Client upon the effective payment of all due fees.
17 – Copyright
Unless explicitly stated otherwise by the Client, the Provider reserves the right to include a commercial mention in the creation clearly indicating their contribution, such as the phrase “Created by Helene & Co.,” accompanied by a hyperlink to the commercial website of their activity (www.heleneandco.com), whenever the medium allows.
18 – Right of Publicity
The Provider reserves the right to mention the work done for the Client in their external communication and advertising materials (website, portfolio, social networks), and during commercial outreach. The Client agrees not to oppose this.
19 – Limitation of liability
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITES OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
20 – Maintenance Services specificities
The client agrees to a minimum retainer time of six (6) months, during which they are obligated to pay for the entire duration of the six-month period. After the initial six (6) months, either party may terminate this agreement with a written notice of one (1) month. The client is responsible for notifying the service provider in writing of their intent to terminate the contract at least one (1) month prior to the desired termination date.
The service provider shall not be held liable for any technical issues or problems related to work performed on the client’s website before the acceptance of this contract. Any issues arising from previous work shall not be considered the responsibility of the service provider. The client acknowledges that they are entering into this agreement with this understanding.