Scope and enforceability
1.1. These general terms and conditions of sale (“ GTC ”) apply, without limitation or reservation, to all sales of services concluded between the Cocolabs SAS company, registered in the Paris Trade and Companies Register under no. 814 013 041 and whose registered office is located at 12 rue du Helder, 75009 Paris, FRANCE (the “Company ”) and a professional buyer (the “Customer ”).
1.2. The fact that the Customer executes an order, either by sending a signed purchase order to the Company or by the subscription to a service offered by the Company on its Internet site hosted on the URL address www.hatch.li/en/ (the “Internet Site”), shall result in the Customer’s acceptance of these terms and conditions of sale and of special conditions, both of which are attached to the purchase order or communicated on the Internet Site (the “Special Conditions”) (together, the “Contract”).
1.3. In the absence of the Company’s express written acceptance, no condition contrary to the Agreement will be enforceable on the Company, whether these are conditions resulting from previous correspondence, written or verbal, between the Company and the Customer, from the Customer’s general terms and conditions of purchase, past or future, or from special conditions, and regardless of when these conditions may have been brought to the Company’s attention, the Customer waiving the right to invoke any of these conditions.
2.1. The Company shall send a commercial proposal to the Customer, either in the form of a purchase order or in the form of a detailed page on its Internet Site (the “Commercial Proposal”), listing in a comprehensive manner the services that the Company offers to provide to the Customer (the “Services”).
2.2. To place an order, the Customer must, as appropriate, either return said purchase order to the Company duly signed (the “Purchase Order”) or subscribe to the Services on the Internet Site (the “Subscription”).
2.3. Any order may only be cancelled with the Company’s consent.
3.1. The Agreement is entered into for the period indicated on the Commercial Proposal
4.1. The Services are invoiced according to the price indicated on the Commercial Proposal.
4.2. Unless otherwise stipulated in the Agreement, the prices communicated will be in euros and will be exclusive of taxes. Any tax or duty or other amount payable under applicable laws will be borne by the Customer.
Payment of the price - Conditions
5.1. Each Purchase Order will correspond to an invoice.
5.2. Unless otherwise stipulated in the Agreement, each invoice must be paid within fifteen (15) days of the date on which it was issued. The payment will be deemed to have been made upon actual collection of the total invoice price.
5.3. Under no circumstances may payment be suspended or subject to any set-off without the Company’s prior written consent.
5.4. Unless otherwise stipulated, the Company’s invoices are payable without discount, the Customer not being entitled to offset, in any form whatsoever, an advance payment or a reduction in payment deadlines. Under no circumstances may the Customer grant itself a discount at its own initiative, without the Company’s prior written consent.
5.5. For any subscription, the Customer shall pay the price corresponding to the selected package on a monthly, multi-monthly or annual basis, as the case may be, and at the end of any trial period offered to the Customer at the Company’s discretion. Payment methods for all types of Subscriptions are specified in the Special Terms and Conditions. An invoice shall be sent to the Customer after any payment.
Delay or failure to pay
6.1. Any amount not paid on the due date of the invoice will, without any reminder by the Company and without 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, due on the first day following the due date of the invoice.
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 automatically pay the Company a lump-sum compensation of forty (40) euros for recovery costs. Furthermore, if the costs incurred by the recovery exceed forty (40) euros, the Company may request additional compensation from the Customer, upon justification.
6.3. In the event of late payment, the Company reserves the right (i) to suspend all corresponding Services until the full payment of the sums due in principal, interest, penalties and costs, or (ii) to cancel the provision of the said Services, without prejudice to any other course of action. In this event, any sum that may be paid by the Customer will remain the property of the Company as lump-sum compensation, without prejudice to any other action that the Company would be entitled to bring against the Customer.
6.4. Any dispute or claim relating to an invoice must be addressed to the Company in writing within fifteen (15) working days of receipt of the said invoice.
Delivery terms and conditions
7.1. Unless otherwise stipulated in the Purchase Order or the Specific Terms and Conditions, the Services are delivered to the location of the Company’s registered office.
7.2. In the event that, at the Customer’s request, delivery is made in a place other than the Company’s registered office, the Customer warrants that the Company’s personnel will have conditions of comfort, equipment, health and safety equivalent to those of the Company’s registered office.
7.3. The delivery deadlines indicated on the Purchase Order are given for information purposes and depend on the Customer’s availability, its responsiveness at the stage of performance of the Service and its complexity.
7.4. In any event, delivery deadlines will only apply if the Customer has fulfilled all its obligations to the Company under the Agreement.
7.5. Late delivery, regardless of duration, may not give rise to any penalty or compensation for the benefit of the Customer, in any respect whatsoever, nor will it justify a refusal to accept, subject to the provisions of article 6.8 below.
7.6. In the event of a delay in delivery of more than fifteen (15) working days after the delivery date indicated on the Purchase Order, the Customer may formally demand that the Company complies with its obligations. The Company will then have an additional period of fifteen (15) working days after receipt of this letter of formal notice to deliver the Services ordered. After this new deadline, the order will be automatically terminated.
7.7. In the event of termination of the order, the Customer may obtain the refund of any advance payments made, to the exclusion of any other compensation or damages (except in the event of gross negligence by the Company).
7.8. Articles 7.6 and 7.7 above are not applicable in the event that the delay in delivery is attributable to the Customer, for example, in the event that the Customer has not been sufficiently reactive to enable the Company to deliver the Service within the agreed time frame.
7.9. Unless otherwise stipulated in the Agreement, the Purchase Order is the reference document to assess the compliance of the Service delivered with the Service ordered.
Obligations and responsibilities of the Customer
8.1. The Customer undertakes to have defined its needs with regard to the Service prior to the Agreement. In particular, the Customer is responsible for the functional and strategic choices that it presents to the Company, which will respond thereto with all due diligence to its duty to advise, which is an obligation of means.
8.2. In addition, the Customer will appoint, prior to the commencement of the services, a project manager who will provide the Company with the information necessary to perform the services.
8.3. It is the Customer’s responsibility to check, by any means, the suitability of the Service to its needs, its proper functioning and to ensure that it will not cause damage to persons and property. In particular, the Company does not guarantee that the Service is free of error, that it will function without interruption, that it will be compatible with the Customer’s equipment or that it will meet the Customer’s needs.
8.4. The Customer undertakes to provide the Company, at the Company’s request, with all information and other items required for the provision of the Services. Where necessary, it also undertakes to provide it with access to its premises, as well as the means necessary to execute the said Services, to a reasonable extent (workstation, means of telecommunications, etc.).
8.5. The Customer undertakes to cooperate in good faith to facilitate the proper performance of the Service, in particular by providing the Company with all necessary or requested information and materials within a time frame which allows the Company to fulfil its obligations.
8.6. The Customer undertakes to assist the Company in the performance of the Services, through qualified and competent personnel.
8.7. The Customer undertakes to communicate to the Company, as soon as it becomes aware thereof, any information likely to affect the performance of the Service, in particular any intervention by a third party to the Agreement.
8.8. The Customer warrants that it has carried out all the administrative formalities necessary for the performance of the Agreement.
8.9. The Customer undertakes to comply with the applicable laws, administrative, tax and regulatory provisions in force.
8.10. The Customer is solely responsible in the event of any changes made to the Service by it or on its behalf.
8.11. The Customer undertakes to back up all its data and computer files prior to any intervention by the Company and whenever it deems necessary. The Company may not under any circumstances be held liable for any loss of data or computer files incurred by the Customer unless this loss is due to an intervention by the Company or a malfunction of the Service.
8.12. The Customer may only be held liable for direct and foreseeable damage within the meaning of articles 1231-3 and 1231-4 of the French Civil Code resulting from a breach of its obligations under the terms of the Agreement.
8.13. The Customer undertakes to inform the Company by registered letter with acknowledgement of receipt of any request, complaint or legal action relating to the Service of which it is aware.
8.14. The Customer undertakes to take out insurance covering all risks related to its professional activity, particularly the operation of a website.
Obligations and responsibilities of the Company
9.1. Given the state of the art in use in its profession, the Company, which undertakes to take all possible precautions in the performance of its obligations, is subject to an obligation of means.
9.2. Unless otherwise stipulated in the Agreement, the Company undertakes to provide the Services as described in the Purchase Order and according to the criteria set out in the Purchase Order.
9.3. The Company is solely responsible for selecting its personnel to perform the Service. Its personnel remain under the sole hierarchical authority of the Company, which is responsible for administrative and employee management.
9.4. In addition, the Company will appoint, prior to the start of the service provisions, a project manager who will be responsible for monitoring the services and coordinating the communication with the Customer’s project manager.
9.5. The Company may only be held liable for direct and foreseeable damages within the meaning of articles 1231-3 and 1231-4 of the French Civil Code resulting from a breach of its obligations under the terms of the Agreement.
9.6. In the event of a declaration of liability of the Company, for whatever reason, the total amount of damages paid to the Customer may not exceed the total price excluding taxes indicated in the Service Purchase Order at the origin of the dispute.
This clause 9.5 will remain in force upon the expiry of the Agreement.
10.1. On the creations provided by the Customer to the Company
10.1.1 The Customer remains the holder of all intellectual property rights relating to the creations provided to the Company for the performance of the Agreement. In particular, the Customer remains the owner of the content it sources directly or through its operational activity, i.e. the information found on its website (logo, HTML pages, image and sound files, etc.), of the databases, customer files, etc.
10.1.2 The Customer declares that it is the holder of all intellectual property rights to these creations and/or has the authorisations necessary for the provision of these creations to the Company and their use by the Company under the Agreement. The Customer will hold the Company harmless against any claim by a third party relating to the use of the said intellectual property rights.
10.2. Regarding the Services provided by the Company
10.2.1 Unless otherwise stipulated in the Agreement, the Company remains the holder of all intellectual property rights relating to the Services it provides to the Customer.
10.2.2 Unless otherwise stipulated in the Agreement, the Customer has no right to use the said intellectual property rights.
10.2.3 The Company declares that it holds all intellectual property rights relating to the Services and/or has the authorisations necessary to provide the Services to the Customer. The Company will hold the Customer harmless against any claim by a third party relating to the use of the said intellectual property rights.
10.2.4 Any domain name the property of the Company in connection with a Service is acquired in the name and on behalf of the Customer. The Company will transfer ownership of the said domain name to the Customer in return for payment to the Company of all the sums paid by it for the acquisition of the said domain name. If the Customer fails to pay these sums to the Company within sixty (60) days following the acquisition of the domain name, the latter will not be obliged to renew the domain name and may proceed with the resale of the domain name.
11.1. The Customer authorises the Company to make use of its name, trademarks, logos and visuals of the Service (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 Service performed for the latter to Internet users. The Company is also authorised to reproduce the URL address of the Customer on which the Service is hosted and to redirect the Internet user to it.
11.2. The Customer further agrees that a link (in the form of a URL address redirecting visitors to the Internet Site) be published on the Internet site of the Customer on which the Service is hosted.
12.1. The Company will be free to subcontract to a third party all or part of its obligations under the Agreement.
12.2. In the event of subcontracting, the Company will remain liable vis-à-vis the Customer for the proper performance by the subcontractor of all the services subcontracted.
13.1. The Customer undertakes to keep strictly confidential the nature and content of the Agreement and all information of a financial, commercial and technical nature that has been and/or will be brought to its attention under the Agreement or prior to the conclusion thereof by the Company (hereinafter “ Confidential Information ”).The Customer will prevent the disclosure of the Confidential Information, except to the members of its personnel who would have to know it within the framework of the Agreement and who are bound by confidentiality obligations at least as strict as those provided for in these GTC.
13.2. This confidentiality obligation will remain in force throughout the term of the Agreement and until the Confidential Information has entered the public domain other than by the fault of the Customer and notwithstanding the expiry or termination of the Agreement.
13.3. This confidentiality obligation does not cover Confidential Information for which the party, which is bound by the confidentiality obligation with respect to such information, provides evidence that the said Confidential Information has been disclosed pursuant to a legal or regulatory provision or by virtue of an enforceable judicial decision. However, in these latter cases, the liability of the party which has been obliged to disclose may be incurred if it has not (i) informed, in advance, in writing, the other party of its disclosure obligation, and (ii) limited the disclosure to what was strictly necessary to fulfil its disclosure obligation.
13.4. All Confidential Information must be returned immediately and on simple request to the Company.
14.1. The Agreement may be terminated by joint written agreement of the Parties.
14.2. The Agreement may be terminated, without legal intervention, in the event of a breach by one of the parties of one or more of its obligations under the Agreement. The termination will occur within thirty (30) calendar days following receipt by the defaulting party of a formal notice to cease the said breach, by registered letter with acknowledgement of receipt, which has remained without effect.
14.3. In the event of termination of the Agreement for any reason whatsoever, the Customer undertakes to pay all sums due in respect of the Services provided by the Company.
15.1. The Company or the Customer will not incur any liability in the event of non-performance or delay in the performance of any of its obligations under the Agreement if this non-performance or delay results from an event of force majeure. Any external, unforeseeable and irresistible event within the meaning of article 1218 of the French Civil Code and the case law of the French courts, such as wars, strikes, fires and pandemics, is considered an event of force majeure.
15.2. Any event of force majeure justifies the suspension of the Company’s or Customer’s obligations throughout the term of its existence. In the event that such a suspension extends beyond sixty (60) days from the occurrence of the event of force majeure, the beneficiary of the obligation in question will be entitled to terminate the Agreement, as of right, without legal intervention and without compensation.
Hierarchy of the contractual documents
The contractual relationship between the Company and the Customer is governed by the documents below, classified in order of priority. In the event of contradiction, the higher-ranking document will prevail:
1. These GTC
2. The Specific Terms and Conditions
3. The Purchase Order
Independence of clauses and interpretation
17.1. If any provision of the Agreement is deemed invalid or unenforceable by a court decision which becomes final, all the other provisions of the Agreement will be deemed valid and will remain in force.
17.2. In the event of difficulties of interpretation between any of the titles of articles and any of the clauses of the Agreement, the content of the clause will prevail over the title of the article.
18.1. The fact that the Company or the Customer does not invoke a breach by the other party of any of the obligations referred to in the Agreement may not be interpreted as a waiver of this right for the future.
Applicable law and competent jurisdiction
19.1. The Agreement is subject to French law.
19.2. The Company and the Customer agree to attempt to resolve amicably any dispute relating to the enforceability, validity, interpretation or performance of the Agreement.
In the absence of an amicable agreement, the Company and the Customer agree that such a dispute will be within the exclusive jurisdiction of the competent Paris courts.
19.3. The Company and the Customer may also, if they so wish, by mutual agreement and without this being an obligation, amicably submit such an unresolved dispute to mediation in accordance with the rules of the Centre for Mediation and Arbitration of Paris (Centre de Médiation et d’Arbitrage de Paris – CMAP).
19.4. Pursuant to article 2254, any legal action under the Agreement must be brought within one (1) year following the occurrence of the event giving rise to the action.