General Terms and Conditions

Scope and enforceability

1.1. These general terms and conditions of sale (“GTC”) apply, without limitation or reservation, to all sales of services made to a professional buyer (the “Customer”) by Hatch SAS, which is registered in the Paris Trade and Companies Register under number 890 903 412 and has its registered office at 12 rue du Helder, 75009 Paris (the “Company”).

1.2. By sending a signed purchase order to the Company to place an order, the Customer agrees to these GTC and the special terms and conditions (the “Special Terms and Conditions”), both of which are appended to the purchase order (together, the “Agreement”).

1.3. Without the Company’s express written consent, no terms that are inconsistent with the Agreement will be enforceable against the Company, whether they result from previous written or verbal communications between the Company and the Customer, from the Customer’s past or future general terms and conditions of purchase, or from special terms and conditions, and regardless of when such terms or conditions may have been brought to the Company’s attention. The Customer waives the right to invoke any of such terms or conditions.

Orders

2.1. The Company will send the Customer a commercial offer in the form of a purchase order containing an exhaustive list of the services the Company is proposing to provide to the Customer (the “Services”).

2.2. To place an order, the Customer must sign and return the purchase order to the Company (the “Purchase Order”).

2.3. Orders may be cancelled only with the Company’s consent.

Term

3.1. The Agreement is entered into for the period indicated on the Commercial Proposal

Prices

4.1. Services are invoiced according to the price indicated on the Purchase Order.

4.2. Unless the Agreement provides otherwise, prices will be quoted in euros and will not include tax. The Customer must pay any other taxes, duties, or other amounts payable under applicable law.

Payment terms

5.1. An invoice will be issued for each Purchase Order.

5.2. Unless the Agreement provides otherwise, each invoice must be paid within fifteen (15) days of the date on which it was issued. Payment will be deemed to have been made upon effective collection of the total invoice price.

5.3. Payment may not be suspended or subject to set-off under any circumstances without the Company’s prior written consent.

5.4. Unless otherwise provided, the Company’s invoices are payable without a discount. The Customer may not offset an advance payment or a shortened payment deadline in any way. The Customer may not under any circumstances give itself a discount without the Company’s prior written consent.

Late payment or failure to pay

6.1. Any amount not paid when due will, with no reminders from the Company or prior formal notice, result in the application of late penalties at an interest rate equal to three (3) times the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, payable on the first day following the invoice’s due date.

6.2. Pursuant to Article L. 441-10 II of the French Commercial Code, a Customer in a situation of late payment (even partial) must also pay the Company lump-sum compensation of forty (40) euros for collection costs. Furthermore, if the collection costs incurred exceed forty (40) euros, the Company may request additional compensation from the Customer upon proving such costs.

6.3. In the event of late payment, the Company reserves the right to (i) suspend all the related Services until all the outstanding principal, interest, penalties, and costs have been paid in full, or (ii) cancel the provision of the Services, without prejudice to any other course of action. In case of cancellation, any amount the Customer pays will remain the Company’s property as lump-sum compensation, without prejudice to any other action the Company may be entitled to bring against the Customer.

6.4. Any dispute or claim regarding an invoice must be addressed to the Company in writing within fifteen (15) business days of receipt of the invoice in question.

Delivery terms and conditions

7.1. Unless provided otherwise in the Purchase Order or the Special Terms and Conditions, the Services will be delivered at the Company’s registered office.

7.2. Where, at the Customer’s request, delivery is made other than at the Company’s registered office, the Customer warrants that the Company’s personnel will work in conditions that are as comfortable, healthy, and safe as those at the Company’s registered office and that such personnel will have equivalent equipment at their disposal.

7.3. The delivery deadlines indicated on the Purchase Order are given for information purposes only and depend on the Customer’s availability, its responsiveness when the Services are being performed, and the complexity of the Services.

7.4. In any event, delivery deadlines will apply only if the Customer has fulfilled all of its obligations to the Company under the Agreement.

7.5. Delivery delays, regardless of how long they are, will not entitle the Customer to claim any penalty or compensation on any grounds or to refuse to accept delivery, subject to the provisions of article 7.8 below.

7.6. If delivery is delayed for more than fifteen (15) business days after the delivery date indicated on the Purchase Order, the Customer may give the Company notice to deliver. The Company will then have an additional fifteen (15) business days after receiving the notice to deliver the Services ordered. After this new deadline, the order will be automatically cancelled.

7.7. If the order is cancelled, the Customer may obtain a refund of any advance payments it made, but no other compensation or damages (except in the event of the Company’s gross negligence).

7.8. Articles 7.6 and 7.7 above will not apply if the delivery delay is the Customer’s fault, for example, if the Customer has not been sufficiently responsive to enable the Company to deliver the Services within the agreed timeframe.

7.9. Unless the Agreement provides otherwise, the Purchase Order will govern the determination of whether or not the Services delivered conform to the order.

Customer’s obligations and liability

8.1. The Customer will determine its Service needs before entering into the Agreement. In particular, the Customer is liable for the functional and strategic choices that it presents to the Company, which will respond thereto with all due care required by its duty to advise, which is a best efforts obligation.

8.2. In addition, before the Services begin, the Customer will appoint a project manager who will provide the Company with the information it needs to perform the Services.

8.3. The Customer will be liable for making sure, by any means, that the Services meet its needs, function properly, and will not harm people or property. In particular, the Company does not warrant that the Services are free from error, will function continuously, will be compatible with the Customer’s equipment, or will meet the Customer’s needs.

8.4. At the Company’s request, the Customer will provide the Company with all the information and other items it needs to provide the Services. Where necessary, it will also provide the Company with access to its premises and, within reason, the means necessary to perform the Services (workstation, means of telecommunication, etc.).

8.5. The Customer will cooperate in good faith to facilitate performance of the Services, in particular by providing the Company with all necessary or requested information and materials within a timeframe that allows the Company to fulfill its obligations.

8.6. The Customer will have qualified, competent personnel assist the Company with performance of the Services.

8.7. The Customer will inform the Company of any information likely to affect the performance of the Services, in particular any intervention by a third party, as soon as it becomes aware of it.

8.8. The Customer warrants that it has carried out all the administrative formalities required for the Agreement to be performed.

8.9. The Customer will comply with all applicable legislative, administrative, tax, and regulatory provisions.

8.10. The Customer is solely liable for any changes it makes to the Services or that are made on its behalf.

8.11. The Customer will back up all its data and computer files before the Company begins any work and whenever it deems necessary. The Company may not under any circumstances be held liable for any loss of the Customer’s data or computer files unless such loss is due to an intervention by the Company or a Service malfunction.

8.12. The Customer may only be held liable for direct and foreseeable harm, within the meaning of articles 1231-3 and 1231-4 of the French Civil Code, caused by a breach of its obligations under the Agreement.

8.13. The Customer will inform the Company by registered letter with return receipt requested of any request, complaint, or legal action related to the Services that it is aware of.

8.14. The Customer will purchase insurance covering all the risks related to its business, particularly the operation of a website.

Company’s obligations and liability

9.1. Given the state of the art in its profession, the Company, which will take all possible precautions in the performance of its obligations, is subject to a best efforts obligation.

9.2. Unless the Agreement provides otherwise, the Company will provide the Services as described in the Purchase Order and according to the criteria set out therein.

9.3. The Company is solely liable for selecting the personnel to perform the Services. Its personnel will be under the sole supervision of the Company, which is responsible for administrative and employee management.

9.4. In addition, before it begins to provide the Services, the Company will appoint a project manager who will be responsible for monitoring the Services and coordinating communication with the Customer’s project manager.

9.5. The Company may only be held liable for direct and foreseeable harm, within the meaning of articles 1231-3 and 1231-4 of the French Civil Code, caused by a breach of its obligations under the Agreement.

9.6. If the Company is found liable for any reason, the total amount of damages paid to the Customer may not exceed the total price excluding taxes indicated in the Purchase Order for the Services that are the subject of the dispute.

Article 9.6 will remain in force after the Agreement expires.

Intellectual property

10.1. On the creations provided by the Customer to the Company

10.1.1 The Customer holds all the intellectual property rights related to the creations provided to the Company for the performance of the Agreement. In particular, the Customer owns the content it sources directly or through its operations, i.e., the information found on its website (logo, HTML pages, image and sound files, etc.) and in databases, customer files, etc.

10.1.2 The Customer represents that it holds all the intellectual property rights over those creations and/or has the authorizations it needs to provide those creations to the Company and for the Company to use them under the Agreement. The Customer will indemnify the Company for any claim by a third party related to the use of such intellectual property rights.

10.2. Regarding the Services provided by the Company

10.2.1 Unless the Agreement provides otherwise, the Company will continue to hold all of the intellectual property rights related to the Services it provides to the Customer.

10.2.3 The Company represents that it holds all the intellectual property rights related to the Services and/or has the authorizations it needs to provide the Services to the Customer. The Company will indemnify the Customer for any claim by a third party related to the use of such intellectual property rights.

10.2.4 Any domain name acquired by the Company in connection with the Services will be acquired in the name and on behalf of the Customer. The Company will transfer ownership of such domain name to the Customer in consideration for payment to the Company of all of the amounts the Company paid to acquire the domain name. If the Customer fails to pay such amounts to the Company within sixty (60) days of the acquisition of the domain name, the Company will have no obligation to renew the domain name and may resell it.

Independence of the parties

11.1. Neither Party will be entitled to rely on this Agreement to in any way assert the status of agent, representative, or employee of the other Party, nor to bind the other Party vis-à-vis third parties other than for the Services explicitly provided for in this Agreement. Moreover, no specific legal structure is formed between the Parties under this Agreement. Each Party remains completely autonomous, retains the liability assigned to it hereunder, and retains its own customers. Each Party shall therefore retain exclusive control over its employees and agents, and the other Party may not in any way influence the employment relationship or working conditions of the other Party’s employees or the other Party’s wage policy, hiring policy, disciplinary authority, etc.

11.2 Each Party is liable, with unlimited limitation, for managing its own employee-related administrative, accounting, and social security matters. Neither Party will solicit, hire, engage, or otherwise directly or indirectly retain the services of any employee of the other Party. This non-solicitation obligation will remain in effect throughout the term of this Purchase Order, which is part of the Agreement, and for a period of two (2) years after the Agreement ends.

Advertising

12.1. The Customer authorizes the Company to make use of its name, trademarks, logos, and visuals of the Services (i) on a list of references that the Company may distribute to its customers and prospective customers, and (ii) on its website and the Customer’s website, in order to present the Services performed for the Company to web users. The Company is also authorized to reproduce the Customer’s URL on which the Services are hosted and to redirect users to it.

Subcontracting

13.1. The Company will be free to subcontract any or all of its obligations under the Agreement to a third party.

13.2. In the event of such subcontracting, the Company will remain liable to the Customer for the subcontractor’s performance of all  the subcontracted Services.

Non-disclosure

14.1. The Customer will keep strictly confidential the nature and content of the Agreement and all information of a financial, commercial, or technical nature that has been and/or will be brought to its attention by the Company under the Agreement or prior to entering into it (hereinafter, the “Confidential Information”). The Customer will prevent the disclosure of the Confidential Information, except to the members of its personnel who need to know it in connection with the Agreement and who are subject to non-disclosure obligations at least as strict as those provided for in these GTC.

14.2. This non-disclosure obligation will remain in force throughout the term of the Agreement and until the Confidential Information has entered the public domain other than through the fault of the Customer and notwithstanding the expiration or termination of the Agreement.

14.3. This non-disclosure obligation does not cover Confidential Information for which a party bound by the non-disclosure obligation provides evidence that such Confidential Information was disclosed pursuant to a legal or regulatory provision or an enforceable judicial decision. In such cases however, the party that has been required to disclose may incur liability if it did not (i) inform the other party of its disclosure obligation in advance and in writing, and (ii) limit the disclosure to what was strictly necessary to fulfill its disclosure obligation.

14.4. All Confidential Information must be returned to the Company immediately at its simple request.

Termination

15.1. The Agreement may be terminated by mutual written agreement of the Parties.

15.2. The Agreement may be terminated without judicial intervention if one of the Parties breaches one or more of its obligations under the Agreement. Termination will take effect thirty (30) calendar days after the defaulting party receives notice to cure such breach by registered letter with acknowledgement of receipt.

15.3. If the Agreement is terminated for any reason whatsoever, the Customer will pay all amounts due for the Services provided by the Company.

Force majeure

16.1. Any event beyond the control of the debtor that could not have been reasonably foreseen when the Agreement was entered into and the effects of which can be avoided only by incurring expenditures disproportionate to the expected financial benefits will be deemed a case of force majeure. This includes circumstances beyond the Company’s reasonable control, including, but not limited to, acts of any government agency, war, insurgency, sabotage, armed conflict, embargo, fire, flood, strike or other work disruption, interruption or delay in transportation, unavailability or interruption of or delay in telecommunications or third-party services, attacks by computer viruses or hackers, and failure of third-party software or inability to obtain the raw materials, supplies, or power necessary to meet this service level commitment.

16.2. Neither the Company nor the Customer will be liable for the non-performance or delayed performance of any of its obligations under the Agreement if such non-performance or delay results from a force majeure event. A force majeure event is any external, unforeseeable, and uncontrollable event within the meaning of Article 1218 of the Civil Code and the case law of the French courts, such as, in particular, wars, strikes, fires, and pandemics. Force majeure suspends the obligations arising from this Agreement for as long as it exists.

16.3. Any situation of force majeure justifies suspension of the Company’s or the Customer’s obligations for as long as the situation lasts. The Parties agree that force majeure events justify suspending the Parties obligations. Consequently, neither Party may be held liable for the non-performance, delayed performance, or breach of any of its obligations due to the occurrence of a force majeure event. If the suspension lasts for more than sixty (60) days after the force majeure event occurred, the creditor of the obligation in question may terminate the Agreement as of right, without judicial intervention and without compensation.

Hierarchy of the contractual documents

17.1. The contractual relationship between the Company and the Customer is governed by the documents below, listed in order of priority. In the event of an inconsistency, the higher-ranking document will prevail:

  1. These General Terms and Conditions
  2. The Special Terms and Conditions
  3. The Purchase Order

Severability and interpretation

18.1. If any the Agreement’s provisions is voided or held to be unenforceable by a court whose ruling has become final, all of the Agreement’s other provisions will be deemed valid and will remain in force.

18.2. In the event of an interpretation conflict between any of the titles of articles and any of the Agreement’s clauses, the content of the clause in question will prevail over the title of the article.

Modification of the Conditions

19.1. The Company reserves the right to make changes to these GTC for valid reasons. In the event of a substantial change, the Company undertakes to inform the Client as soon as possible by sending an e-mail. The amended clauses shall come into force upon the signing of a new Purchase Order referring to these GTC.

If an amended clause of these GTC is deemed invalid, void, or unenforceable for any reason, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

Non-waiver

20.1. The fact that the Company or the Customer does not invoke a breach by the other party of any of the obligations under the Agreement may not be interpreted as a waiver of this right to invoke such breach in the future.

Governing law and jurisdiction

21.1. The Agreement is governed by French law.

21.2. The Company and the Customer will attempt to amicably resolve any dispute relating to the enforceability, validity, interpretation, or performance of the Agreement.

The Company and the Customer agree that should such attempt fail, the dispute will be subject to the exclusive jurisdiction of the competent Paris courts.

21.3. The Company and the Customer may also, if they so wish, by mutual agreement and without this being an obligation, submit the  dispute they were unable to resolve amicably for mediation in accordance with the rules of the Center for Mediation and Arbitration of Paris (Centre de Médiation et d’Arbitrage de Paris – CMAP).

21.4. Pursuant to Article 2254 of the French Civil Code, any legal action based on the Agreement must be brought within one (1) year of the occurrence of the event giving rise to the action.

Hatch company, SAS with share capital of €120, registered in the Paris Trade and Companies Register under no. 890 903 412 and whose registered office is located at 12 rue du Helder, 75009 ParisThe company signing the Purchase Order governed by these GTC.All of the documents governing the contractual relationship, as listed on the Purchase Order, which is an integral part of the Agreement.Subject matter of the Contract as listed in the Purchase Order and performed in accordance with the Agreement.Document that governs the subject matter of the contractual relationship and is transmitted to the Client by Cocolabs.Financial, technical, and commercial information exchanged between the Parties in connection with the Agreement.