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TERMS AND CONDITIONS OF SALE
Article 1 - Preliminary definitions
For the purposes of these terms and conditions, the following terms are defined as follows:
GCS: includes these general terms and conditions of service.
Customer: refers to any individual or legal entity, acting within the scope of its professional activity, requesting the Services. The term “Customer” also includes its agents, delegates, third parties acting on its behalf, or any entity belonging to a group within the meaning of article L.233-3 of the French Commercial Code, or any person acting on its behalf.
Contract: refers to the document detailing the Services to be provided, their duration, the financial terms and conditions for the provision of the Services, as well as any specific conditions derogating from the GCS.
Confidential Information: any information communicated by either of the Parties, as well as any information to which they may have had access, directly or indirectly, in the context of the conclusion and performance of the Contract, regardless of the medium of such disclosure or knowledge. Such information is designated as confidential by the Party transmitting it.
Parties: the terms “Provider” and “Customer” may be referred to, in the context of these T&Cs, individually or collectively as the “Party” or “Parties”.
Provider: refers to Esekai, a limited liability company with its registered office at 62 rue de Ponthieu, 75008 Paris, registered with the Paris Trade and Companies Register under number 947 933 834, with intra-community VAT number FR37947933834.
Services: include the services provided by the Service Provider, including the mission described in the Contract. This includes in particular:
Technical expertise and advice for digital content creation. Management of digital publications.
Creation of sponsorship campaigns. Provision of a monthly report on the effectiveness of actions taken. Please note that some Services are optional and offered by the Service Provider to the Customer on request.
Article 2 - Scope of application
In accordance with Article L.441-1 of the French Commercial Code, the present General Terms and Conditions, together with the Contract, constitute the sole basis of the commercial relationship. Their purpose is to define the terms and conditions under which Esekai.agency provides the Services to the Customer, at the latter's request, via the Esekai.agency website, by direct contact or on paper.
These GTS apply, without restriction or reservation, to all Services provided by Esekai.agency to the Customer, notwithstanding any clauses that may appear in the Customer's documents, including its general terms and conditions of purchase. These GTS and the Contract embody and express the entire agreement between the Parties and supersede all prior agreements, whether oral or written, on the subject. Neither Party may rely on any agreement or understanding not contained in these GTS or the Contract.
The nullity of a contractual clause within these GTS and/or the Contract does not render the GTS as a whole null and void, unless this clause was a determining factor in one of the Parties entering into the Contract.
In accordance with current regulations, these General Terms and Conditions will be systematically provided to any Customer requesting them, in order to facilitate the placing of an order with Esekai.agency. In addition, they will be communicated to any Customer prior to the conclusion of a single agreement in accordance with articles L.441-3 et seq. of the French Commercial Code, respecting the legal deadlines.
Placing an order for Services implies full acceptance by the Customer of these T&Cs as well as of the general terms of use of the Esekai.agency website for electronic orders.
The information contained in Esekai's catalogs, prospectuses and price lists is provided for information only and may be modified at any time. In accordance with the regulations in force, Esekai retains the right to derogate from certain clauses of these GCS depending on the negotiations conducted with the Customer, through the drafting of the Contract.
Article 3 – Esekai.agency services
The various services offered by Esekai. are defined below. We specialize in website creation, community management, media buying, design and Google boosting. Our team is available 7 days a week to meet your needs.
Article 4 – Ordering
4.1 Contracts for the sale of services are established and become binding only after the establishment and signature of a Contract between the Parties. Esekai.agency provides electronic ordering facilities (including online platforms) to enable Customers to order Services in the most convenient and efficient manner.
For orders placed exclusively online, the registration of an order on the Esekai.agency website is completed when the Customer fully accepts these General Terms and Conditions of Service by ticking the appropriate box and confirms the order.
The Customer may check the detailed content of his order and its total amount, and correct any errors before validating his acceptance (in accordance with article 1127-2 of the French Civil Code). This validation constitutes full acceptance of the present General Terms of Services and constitutes proof of the sales contract. Confirmation of the order and its acceptance are confirmed by a confirmation e-mail. The data recorded in Esekai.agency's computer system attests to all transactions carried out with the Customer.
4.2 Any modification of the order requested by the Customer will only be taken into consideration, insofar as Esekai.agency is able to do so, if it is notified in writing at least 15 days before the date scheduled for the completion of the Services ordered. This request for modification must be accompanied by the Customer's signature on a specific order form, and any price adjustment will also be adjusted accordingly.
Article 5 – Pricing
5.1 The Services are provided at the rates in force at Esekai.agency on the date of the order or on the date of signature of the Contract, in accordance with the Provider's rate schedule stipulated in the Contract previously approved by the Parties, as specified in article 4 “Placing Orders”.
Prices are quoted in Euros and exclude VAT. The Service Provider reserves the right, during the term of the Contract, to propose a revision of the rates to the Customer, either upwards or downwards, to reflect general price fluctuations, competition and the production costs of the Services. Such adjustments must be fair and balanced, while preserving the overall economy of the Contract and enabling the Service Provider to remain competitive.
Article 6 – Terms of payment
6.1 Monthly payments : Where the Contract stipulates monthly payment, the Service Provider will issue an invoice to the Customer each month.
6.2 Annual payments : If the Contract provides for annual payment, the Service Provider will issue an annual invoice to the Customer. The total amount is payable in full and in one instalment, in accordance with the details given on the invoice provided to the Customer.
6.3 Common provisions : Payment of the amount due must be made within 30 days of receipt of the invoice issued by Esekai.
From the day following the due date, late payment penalties will be automatically applied, equivalent to three times the legal interest rate in force, as well as a fixed indemnity for collection costs, in accordance with the provisions of articles L.441-10 and D.441-5 of the French Commercial Code. It should be noted that these amounts will be indicated directly on invoices.
If the Customer fails to comply with the payment terms set out in these GTS, the Service Provider reserves the right to suspend the provision of the Services ordered until payment has been received.The following secure payment methods are accepted:
Direct debit via S.E.P.A. mandate
Bank transfer
Credit cards: Visa, MasterCard, American Express, other payment cards accepted
These payment methods ensure the security and confidentiality of transactions, guaranteeing an optimal customer experience.
Article 7 – Terms of Service
7.1 Implementation times : The Services requested by the Customer will be initiated within a maximum period of 1 month from the signing of the Contract by the Parties. This period is not strict, and Esekai cannot be held liable for any delay in the provision of the Services, provided that such delay does not exceed 1 month. In the event of a delay exceeding 3 months, the Customer has the right to request cancellation of the sale and will be reimbursed for any advance payments already made. Esekai cannot be held liable in the event of delay or suspension of the provision of Services attributable to the Customer, or in the event of force majeure.
7.2 Special requests : If the Customer makes specific requests concerning the provision of the Services, and these are accepted in writing by Esekai, the additional costs incurred will be invoiced separately on the basis of a quotation accepted in advance by the Customer. In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the latter shall be deemed to conform to the order in terms of quantity and quality. The Customer shall have a period of 15 days from receipt of the Services in which to notify Esekai.agency of any reservations or complaints in writing, accompanied by the necessary supporting documents. In the event that a lack of conformity of the Services is duly proven by the Customer, Esekai.agency undertakes to rectify the situation as soon as possible and at its own expense, or to proceed with reimbursement, according to the terms accepted by the Customer.
7.3 Subcontracting : Esekai reserves the right to subcontract all or part of the performance of the Contract, provided this is permitted by law. In the event of subcontracting, the Customer agrees that the information necessary for the performance of the Contract may be shared with Esekai's subcontractor.
Article 8 – Customer obligations
The Customer undertakes to comply with the following contractual obligations:To honour payment to Esekai in accordance with the terms of payment set out in these GCS or, where applicable, the special conditions defined in the Contract.
Provide Esekai with full access to all accounts on its various social networking platforms.
Authorize Esekai to create and manage, on its behalf, any accounts necessary on various social networking platforms in order to perform the Services.
Authorize Esekai to publish content related to the Services on the Customer's social network accounts for the duration of the Contract.Provide all information necessary for Esekai to perform the Services in a timely manner.
Ensure that all information, documents and products supplied comply with applicable laws and regulations.
To ensure that its staff, subcontractors, suppliers and agents comply with the terms of the Contract.To ensure safe and compliant working conditions for Esekai and its employees, to prevent any inappropriate, racist, abusive or aggressive behavior.To authorize Esekai to take photographs of its business, products, establishments and employees, and to inform the latter of the presence of the photographer.
Authorize Esekai to manage its accounts on digital delivery platforms (such as “UberEats”, “Deliveroo”) and to access the information provided by these platforms.Provide a document summarizing the products and services for which the Services are to be performed, at least 24 hours prior to a photo shoot. In the case of a delivery service, the catering menu must be the same for all content.
Make available to Esekai and/or the photographer all products necessary for the photo shoot.Immediately inform Esekai of any event likely to delay the completion of the Services.Notify Esekai in the event of postponement or cancellation of the photo shoot within a reasonable period of time, as indicated in prior communications.
Demonstrate an undisputed ability to obtain all necessary rights and authorizations to:Use images of persons photographed, filmed or recorded as part of the Services, obtaining all necessary consents and authorizations.
To photograph and film specific locations and elements therein, obtaining all required permissions.To provide the Service Provider with all necessary permissions and releases to photograph and film in connection with the provision of the Services. In the event of delay or non-compliance with contractual obligations by the Customer, Esekai reserves the right to suspend or postpone performance of the Services and to claim compensation for any damages suffered.
Esekai cannot be held responsible for any delays or damage resulting from the Customer's failure to comply with its contractual obligations.
Article 9 – Term - Renewal - Termination
In the absence of any particular specification and unless otherwise stated in the Contract, the Contract shall come into force from the date of signature by the Parties, for a period of 12 consecutive months.
In order to respond to seasonal variations, economic reasons or circumstances of force majeure likely to affect the Customer's activity, Esekai offers a suspension option, called “pause”.
This option allows the suspension of the financial terms and duration of the Contract without altering the underlying commitments. The suspension period may not exceed 3 consecutive months.
Activation of the “pause” option automatically extends the expiry date of the Contract for a period equivalent to that of the suspension.the total amount due for the Services contracted, including services linked to the “pause” option, must be paid before the end of the Contract. in the absence of notice of termination by either Party, the Contract will be automatically renewed for a further consecutive period. In the absence of notice of termination by either Party, the Contract will be automatically renewed for a further period of 12 consecutive months.for open-ended Contracts, either Party may terminate the Contract in writing (by e-mail or post), giving 30 days' notice.
For fixed-term Contracts of less than 12 consecutive months, the Contract takes effect on the date of signature and for the duration stipulated in the Contract. On expiry of this period, the Contract will be automatically renewed for a further period of 12 consecutive months, unless terminated in writing by either of the Parties 30 days prior to expiry.
In all cases, the obligations of the Parties remain in force during the above-mentioned periods of notice.
It is important to note that, in the event of termination of the Agreement in accordance with these TOS, any payment made by the Customer shall remain the property of Esekai and shall not be refunded. The Services will continue to be provided by Esekai and payments will be due in accordance with Article 6 hereof.
Article 10 – Esekai's liability - Warranty
Esekai warrants the Customer in accordance with legal provisions against any lack of conformity of the Services and any latent defect resulting from a defect in the design or supply of the Services, to the exclusion of any negligence or fault on the part of the Customer.
Esekai's liability is limited to proven fault or negligence and to direct damages, to the exclusion of all indirect damages of any nature whatsoever.
To assert his rights, the Customer must inform Esekai in writing of the existence of any defects within a maximum of 15 days of their discovery, failing which any action will lapse.
Esekai will, at its sole expense, rectify Services found to be defective in accordance with the terms and conditions approved by the Customer.
In the event of liability, Esekai's guarantee is limited to the net amount, excluding taxes, paid by the Customer for the Services provided.
Article 11 – Independence of the parties - Good faith and fair dealing
Esekai and the Customer are independent entities, and their relationship is not based on an employment contract. The Parties undertake to treat each other fairly and in good faith, and to share any difficulties that may arise in the performance of the Contract and/or the GCS.
The Parties undertake to respect their contractual obligations and to provide each other with the information necessary to ensure the effective performance of the Contract.
In the event that obligations specific to the Customer's profession are required, the Customer must communicate them in writing to Esekai prior to execution of the Contract, as Esekai is not subject to such obligations.In any event, the Parties agree that the Customer is responsible for compliance with its professional and ethical obligations. Esekai cannot be held liable in the event of failure to comply with these obligations.
Article 12 – Intellectual property rights
Esekai, its successors, assigns and/or subcontractors remain the owners of all intellectual property rights on studies, drawings, models, prototypes, photographs, videos, etc., produced with a view to providing the Services to the Customer, even at the latter's request.
The Customer undertakes not to reproduce or exploit these elements without the express, written and prior authorization of Esekai, which may be subject to financial consideration.
As part of the performance of the Contract, the Customer grants Esekai a non-exclusive right to reproduce its commercial name, the sign of its establishment, its products, its graphic charters and its semi-figurative trademarks, for the purpose of communicating and promoting the Services. This authorization also includes reproduction on Esekai's social networks and websites.
Esekai may grant the Customer a limited and non-exclusive right of use, reproduction and publication in return for consideration, in accordance with the contractual provisions. The Customer also authorizes Esekai to refer to the Services performed for the Customer, even after the end of their business relationship.
Article 13 – Personal data protection
The personal data collected from Esekai Customers is subject to computer processing carried out by Esekai. They are recorded in its Customer file and are essential for the processing of their orders.
This personal information and data is also stored for security purposes, in order to comply with legal and regulatory obligations. The data controller is Esekai. Access to personal data will be strictly limited to employees of the data controller authorized to process such data by virtue of their position. The information collected may be communicated to third parties bound to Esekai by contract for the performance of subcontracted tasks, without the Customer's authorization being required.
Apart from the cases mentioned above, Esekai undertakes not to sell, rent, transfer or give access to the data to third parties without the Customer's prior consent, unless necessary for a legitimate reason.
If data is to be transferred outside the EU, the Customer will be informed and measures will be taken to secure the data (such as the external service provider's adherence to the “Privacy Shield”, the adoption of standard contractual clauses approved by the CNIL, the adoption of a code of conduct, obtaining CNIL certification, etc.).
In accordance with applicable regulations, customers have the right to access, rectify, delete and port their data, as well as the right to object to processing for legitimate reasons. These rights may be exercised by contacting the data controller at the following postal or e-mail address: contact@esekai.agency.
The Customer may also lodge a complaint with Esekai.agency's Data Protection Officer / the Commission Nationale de l'Informatique et des Libertés.
Article 14 – Unforeseen circumstances
In the event of a change in circumstances unforeseeable at the time of conclusion of the Contract and/or the GCS, the provisions of article 1195 of the French Civil Code shall apply.
If renegotiation is successful, the Parties will promptly draw up a new order for the Services concerned. Should the renegotiation fail, the Parties will apply the provisions of article 1195 of the French Civil Code.
Article 15 – Enforcement in kind
In the event of non-compliance with the obligations by either of the Parties, the aggrieved Party has the right to request forced performance in kind of the obligations arising from these terms.
In accordance with article 1221 of the French Civil Code, the creditor of the obligation may pursue this forced execution after a simple formal notice addressed to the debtor of the obligation in writing has remained without effect, unless forced execution in kind proves impossible or if there is a manifest disproportion between its cost for the debtor in good faith and its interest for the creditor.
Article 16 – Proportional reduction for imperfect performance
In the event of one of the Parties failing to fulfill one of its obligations, the creditor may, in accordance with article 1223 of the French Civil Code, after eight days of receipt of a formal notice by registered letter with acknowledgement of receipt which has remained without effect, notify the debtor of its acceptance of imperfect performance of the Contract and/or the GCS, while reducing the agreed price proportionally. Confirmation of this acceptance by the debtor must be made in writing. In the absence of agreement between the Parties on the amount of the proportional reduction of the price, this will be determined by expert appraisal in accordance with article 1592 of the French Civil Code.
Article 17 – Non-performance exception
In accordance with article 1219 of the French Civil Code, either Party may refuse to perform its obligation, even if it is due, when the other Party has failed to perform its obligation and such failure is of sufficient gravity to jeopardize the continuity of the Contract and/or the GCS, or to fundamentally disrupt their economic equilibrium.
The suspension of performance shall take effect immediately upon receipt by the Party at fault of the notification of default from the Party affected, indicating its intention to invoke the exception of non-performance, until such time as the default is remedied, and such notification shall be sent by registered letter with acknowledgement of receipt.
Article 18 – Force majeure
Neither Party may be held liable for non-performance or delay in performance of its obligations as defined in these GCS or in the Contract, in the event of a case of force majeure, in accordance with article 1218 of the French Civil Code. If the performance of a Party's obligations is hindered by an event of force majeure or an external cause beyond its control, this Party shall immediately inform the other Party by any appropriate means (e.g. telephone, e-mail) and confirm this communication in writing within five days of the start of the hindrance or delay.
The affected Party is released from its obligations for as long as the impediment persists and undertakes to take commercially reasonable measures to resume performance of its obligations. In the event of an impediment affecting one of the Parties in the performance of its obligations, the Parties agree to meet in order to find solutions for the performance of the Contract. During this period of suspension, the costs incurred by the situation will be borne by the Party affected.
Article 19 – Contract termination
In the event of non-compliance by either Party with the obligations set out in these GTS as well as in the Contract, the latter may be terminated at the discretion of the aggrieved Party.It is explicitly agreed that such termination for failure by a Party to comply with its obligations will occur automatically 30 days after the sending of a formal notice to comply, which has remained wholly or partially without effect.This formal notice must clearly state the intention to invoke this clause. The Parties agree that the performance of these GCS and of the Contract will continue in order to allow the processing of operations in progress and not yet completed.in all cases, the aggrieved Party may take legal action to obtain damages.
Article 20 – Responsibilities
Each Party undertakes to indemnify the other Party for any direct and immediate material damage resulting from failure to comply with any of its obligations under the Contract and/or the GTS.
Article 21 – Privacy
The Parties agree to treat and keep confidential all Confidential Information. This includes, in particular, the Contract as well as all technical, financial, economic, commercial, legal and other information concerning the Parties, their files, technical supports and, where applicable, their customers.
The Parties undertake to treat the Confidential Information exchanged with the same degree of confidentiality as their own confidential information, and not to disclose it in any form, in any capacity or to any person whatsoever. They shall also take all necessary measures with regard to their staff or any other party, whether permanent or occasional.
Notwithstanding the terms of the Contract, the Parties undertake, within 15 days of the end of the Contract, whatever the cause, to return all documents or customer files handed over by the other Party during the term of the Contract, without the possibility of alteration, copying or duplication in whole or in part.It is expressly stipulated that this article shall remain in force even after the expiry or termination of the Contract, whatever the cause.
The confidentiality obligations do not apply to information which:Is already known to the Parties and can be proven to have been obtained independently prior to the signing of the Contract.Is in the public domain or falls into it during the performance of the Contract, through no fault of either Party or its personnel or any intervening party, whether permanent or occasional.
Confidentiality obligations remain valid for 5 years after termination of the Contract for any reason whatsoever. However, the Service Provider may use the Customer's name as a commercial reference for other customers and prospects.
Article 22 – Referencing
The Customer authorizes the Service Provider to mention the Services performed (including descriptions, publications, photographs, etc.) under the Contract and/or the T&Cs, for commercial reference purposes, in particular in commercial and marketing documents and on the Service Provider's website.
Article 23 – Communication – Notification
All notifications or formal notices resulting from the application of the Contract and/or the GCS must be made by registered letter with acknowledgement of receipt and sent to the address mentioned in the Contract.The date of receipt of the notification is that of the first postal deposit of the registered letter. All other communications relating to the Contract may be sent by ordinary letter or by e-mail to the addresses indicated in the Contract.
Article 24 – Customer acceptance
The Customer acknowledges having read and expressly accepted the present General Terms and Conditions. He hereby waives any contradictory conditions, in particular his own general terms and conditions of purchase, which shall not be enforceable against the Service Provider, even if he is aware of them. Updated to 21/07/2024.
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For the purposes of these terms and conditions, the following terms are defined as follows:
GCS: includes these general terms and conditions of service.
Customer: refers to any individual or legal entity, acting within the scope of its professional activity, requesting the Services. The term “Customer” also includes its agents, delegates, third parties acting on its behalf, or any entity belonging to a group within the meaning of article L.233-3 of the French Commercial Code, or any person acting on its behalf.
Contract: refers to the document detailing the Services to be provided, their duration, the financial terms and conditions for the provision of the Services, as well as any specific conditions derogating from the GCS.
Confidential Information: any information communicated by either of the Parties, as well as any information to which they may have had access, directly or indirectly, in the context of the conclusion and performance of the Contract, regardless of the medium of such disclosure or knowledge. Such information is designated as confidential by the Party transmitting it.
Parties: the terms “Provider” and “Customer” may be referred to, in the context of these T&Cs, individually or collectively as the “Party” or “Parties”.
Provider: refers to Esekai, a limited liability company with its registered office at 62 rue de Ponthieu, 75008 Paris, registered with the Paris Trade and Companies Register under number 947 933 834, with intra-community VAT number FR37947933834.
Services: include the services provided by the Service Provider, including the mission described in the Contract. This includes in particular:
Technical expertise and advice for digital content creation. Management of digital publications.
Creation of sponsorship campaigns. Provision of a monthly report on the effectiveness of actions taken. Please note that some Services are optional and offered by the Service Provider to the Customer on request.
Article 2 - Scope of application
In accordance with Article L.441-1 of the French Commercial Code, the present General Terms and Conditions, together with the Contract, constitute the sole basis of the commercial relationship. Their purpose is to define the terms and conditions under which Esekai.agency provides the Services to the Customer, at the latter's request, via the Esekai.agency website, by direct contact or on paper.
These GTS apply, without restriction or reservation, to all Services provided by Esekai.agency to the Customer, notwithstanding any clauses that may appear in the Customer's documents, including its general terms and conditions of purchase. These GTS and the Contract embody and express the entire agreement between the Parties and supersede all prior agreements, whether oral or written, on the subject. Neither Party may rely on any agreement or understanding not contained in these GTS or the Contract.
The nullity of a contractual clause within these GTS and/or the Contract does not render the GTS as a whole null and void, unless this clause was a determining factor in one of the Parties entering into the Contract.
In accordance with current regulations, these General Terms and Conditions will be systematically provided to any Customer requesting them, in order to facilitate the placing of an order with Esekai.agency. In addition, they will be communicated to any Customer prior to the conclusion of a single agreement in accordance with articles L.441-3 et seq. of the French Commercial Code, respecting the legal deadlines.
Placing an order for Services implies full acceptance by the Customer of these T&Cs as well as of the general terms of use of the Esekai.agency website for electronic orders.
The information contained in Esekai's catalogs, prospectuses and price lists is provided for information only and may be modified at any time. In accordance with the regulations in force, Esekai retains the right to derogate from certain clauses of these GCS depending on the negotiations conducted with the Customer, through the drafting of the Contract.
Article 3 – Esekai.agency services
The various services offered by Esekai. are defined below. We specialize in website creation, community management, media buying, design and Google boosting. Our team is available 7 days a week to meet your needs.
Article 4 – Ordering
4.1 Contracts for the sale of services are established and become binding only after the establishment and signature of a Contract between the Parties. Esekai.agency provides electronic ordering facilities (including online platforms) to enable Customers to order Services in the most convenient and efficient manner.
For orders placed exclusively online, the registration of an order on the Esekai.agency website is completed when the Customer fully accepts these General Terms and Conditions of Service by ticking the appropriate box and confirms the order.
The Customer may check the detailed content of his order and its total amount, and correct any errors before validating his acceptance (in accordance with article 1127-2 of the French Civil Code). This validation constitutes full acceptance of the present General Terms of Services and constitutes proof of the sales contract. Confirmation of the order and its acceptance are confirmed by a confirmation e-mail. The data recorded in Esekai.agency's computer system attests to all transactions carried out with the Customer.
4.2 Any modification of the order requested by the Customer will only be taken into consideration, insofar as Esekai.agency is able to do so, if it is notified in writing at least 15 days before the date scheduled for the completion of the Services ordered. This request for modification must be accompanied by the Customer's signature on a specific order form, and any price adjustment will also be adjusted accordingly.
Article 5 – Pricing
5.1 The Services are provided at the rates in force at Esekai.agency on the date of the order or on the date of signature of the Contract, in accordance with the Provider's rate schedule stipulated in the Contract previously approved by the Parties, as specified in article 4 “Placing Orders”.
Prices are quoted in Euros and exclude VAT. The Service Provider reserves the right, during the term of the Contract, to propose a revision of the rates to the Customer, either upwards or downwards, to reflect general price fluctuations, competition and the production costs of the Services. Such adjustments must be fair and balanced, while preserving the overall economy of the Contract and enabling the Service Provider to remain competitive.
Article 6 – Terms of payment
6.1 Monthly payments : Where the Contract stipulates monthly payment, the Service Provider will issue an invoice to the Customer each month.
6.2 Annual payments : If the Contract provides for annual payment, the Service Provider will issue an annual invoice to the Customer. The total amount is payable in full and in one instalment, in accordance with the details given on the invoice provided to the Customer.
6.3 Common provisions : Payment of the amount due must be made within 30 days of receipt of the invoice issued by Esekai.
From the day following the due date, late payment penalties will be automatically applied, equivalent to three times the legal interest rate in force, as well as a fixed indemnity for collection costs, in accordance with the provisions of articles L.441-10 and D.441-5 of the French Commercial Code. It should be noted that these amounts will be indicated directly on invoices.
If the Customer fails to comply with the payment terms set out in these GTS, the Service Provider reserves the right to suspend the provision of the Services ordered until payment has been received.The following secure payment methods are accepted:
Direct debit via S.E.P.A. mandate
Bank transfer
Credit cards: Visa, MasterCard, American Express, other payment cards accepted
These payment methods ensure the security and confidentiality of transactions, guaranteeing an optimal customer experience.
Article 7 – Terms of Service
7.1 Implementation times : The Services requested by the Customer will be initiated within a maximum period of 1 month from the signing of the Contract by the Parties. This period is not strict, and Esekai cannot be held liable for any delay in the provision of the Services, provided that such delay does not exceed 1 month. In the event of a delay exceeding 3 months, the Customer has the right to request cancellation of the sale and will be reimbursed for any advance payments already made. Esekai cannot be held liable in the event of delay or suspension of the provision of Services attributable to the Customer, or in the event of force majeure.
7.2 Special requests : If the Customer makes specific requests concerning the provision of the Services, and these are accepted in writing by Esekai, the additional costs incurred will be invoiced separately on the basis of a quotation accepted in advance by the Customer. In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the latter shall be deemed to conform to the order in terms of quantity and quality. The Customer shall have a period of 15 days from receipt of the Services in which to notify Esekai.agency of any reservations or complaints in writing, accompanied by the necessary supporting documents. In the event that a lack of conformity of the Services is duly proven by the Customer, Esekai.agency undertakes to rectify the situation as soon as possible and at its own expense, or to proceed with reimbursement, according to the terms accepted by the Customer.
7.3 Subcontracting : Esekai reserves the right to subcontract all or part of the performance of the Contract, provided this is permitted by law. In the event of subcontracting, the Customer agrees that the information necessary for the performance of the Contract may be shared with Esekai's subcontractor.
Article 8 – Customer obligations
The Customer undertakes to comply with the following contractual obligations:To honour payment to Esekai in accordance with the terms of payment set out in these GCS or, where applicable, the special conditions defined in the Contract.
Provide Esekai with full access to all accounts on its various social networking platforms.
Authorize Esekai to create and manage, on its behalf, any accounts necessary on various social networking platforms in order to perform the Services.
Authorize Esekai to publish content related to the Services on the Customer's social network accounts for the duration of the Contract.Provide all information necessary for Esekai to perform the Services in a timely manner.
Ensure that all information, documents and products supplied comply with applicable laws and regulations.
To ensure that its staff, subcontractors, suppliers and agents comply with the terms of the Contract.To ensure safe and compliant working conditions for Esekai and its employees, to prevent any inappropriate, racist, abusive or aggressive behavior.To authorize Esekai to take photographs of its business, products, establishments and employees, and to inform the latter of the presence of the photographer.
Authorize Esekai to manage its accounts on digital delivery platforms (such as “UberEats”, “Deliveroo”) and to access the information provided by these platforms.Provide a document summarizing the products and services for which the Services are to be performed, at least 24 hours prior to a photo shoot. In the case of a delivery service, the catering menu must be the same for all content.
Make available to Esekai and/or the photographer all products necessary for the photo shoot.Immediately inform Esekai of any event likely to delay the completion of the Services.Notify Esekai in the event of postponement or cancellation of the photo shoot within a reasonable period of time, as indicated in prior communications.
Demonstrate an undisputed ability to obtain all necessary rights and authorizations to:Use images of persons photographed, filmed or recorded as part of the Services, obtaining all necessary consents and authorizations.
To photograph and film specific locations and elements therein, obtaining all required permissions.To provide the Service Provider with all necessary permissions and releases to photograph and film in connection with the provision of the Services. In the event of delay or non-compliance with contractual obligations by the Customer, Esekai reserves the right to suspend or postpone performance of the Services and to claim compensation for any damages suffered.
Esekai cannot be held responsible for any delays or damage resulting from the Customer's failure to comply with its contractual obligations.
Article 9 – Term - Renewal - Termination
In the absence of any particular specification and unless otherwise stated in the Contract, the Contract shall come into force from the date of signature by the Parties, for a period of 12 consecutive months.
In order to respond to seasonal variations, economic reasons or circumstances of force majeure likely to affect the Customer's activity, Esekai offers a suspension option, called “pause”.
This option allows the suspension of the financial terms and duration of the Contract without altering the underlying commitments. The suspension period may not exceed 3 consecutive months.
Activation of the “pause” option automatically extends the expiry date of the Contract for a period equivalent to that of the suspension.the total amount due for the Services contracted, including services linked to the “pause” option, must be paid before the end of the Contract. in the absence of notice of termination by either Party, the Contract will be automatically renewed for a further consecutive period. In the absence of notice of termination by either Party, the Contract will be automatically renewed for a further period of 12 consecutive months.for open-ended Contracts, either Party may terminate the Contract in writing (by e-mail or post), giving 30 days' notice.
For fixed-term Contracts of less than 12 consecutive months, the Contract takes effect on the date of signature and for the duration stipulated in the Contract. On expiry of this period, the Contract will be automatically renewed for a further period of 12 consecutive months, unless terminated in writing by either of the Parties 30 days prior to expiry.
In all cases, the obligations of the Parties remain in force during the above-mentioned periods of notice.
It is important to note that, in the event of termination of the Agreement in accordance with these TOS, any payment made by the Customer shall remain the property of Esekai and shall not be refunded. The Services will continue to be provided by Esekai and payments will be due in accordance with Article 6 hereof.
Article 10 – Esekai's liability - Warranty
Esekai warrants the Customer in accordance with legal provisions against any lack of conformity of the Services and any latent defect resulting from a defect in the design or supply of the Services, to the exclusion of any negligence or fault on the part of the Customer.
Esekai's liability is limited to proven fault or negligence and to direct damages, to the exclusion of all indirect damages of any nature whatsoever.
To assert his rights, the Customer must inform Esekai in writing of the existence of any defects within a maximum of 15 days of their discovery, failing which any action will lapse.
Esekai will, at its sole expense, rectify Services found to be defective in accordance with the terms and conditions approved by the Customer.
In the event of liability, Esekai's guarantee is limited to the net amount, excluding taxes, paid by the Customer for the Services provided.
Article 11 – Independence of the parties - Good faith and fair dealing
Esekai and the Customer are independent entities, and their relationship is not based on an employment contract. The Parties undertake to treat each other fairly and in good faith, and to share any difficulties that may arise in the performance of the Contract and/or the GCS.
The Parties undertake to respect their contractual obligations and to provide each other with the information necessary to ensure the effective performance of the Contract.
In the event that obligations specific to the Customer's profession are required, the Customer must communicate them in writing to Esekai prior to execution of the Contract, as Esekai is not subject to such obligations.In any event, the Parties agree that the Customer is responsible for compliance with its professional and ethical obligations. Esekai cannot be held liable in the event of failure to comply with these obligations.
Article 12 – Intellectual property rights
Esekai, its successors, assigns and/or subcontractors remain the owners of all intellectual property rights on studies, drawings, models, prototypes, photographs, videos, etc., produced with a view to providing the Services to the Customer, even at the latter's request.
The Customer undertakes not to reproduce or exploit these elements without the express, written and prior authorization of Esekai, which may be subject to financial consideration.
As part of the performance of the Contract, the Customer grants Esekai a non-exclusive right to reproduce its commercial name, the sign of its establishment, its products, its graphic charters and its semi-figurative trademarks, for the purpose of communicating and promoting the Services. This authorization also includes reproduction on Esekai's social networks and websites.
Esekai may grant the Customer a limited and non-exclusive right of use, reproduction and publication in return for consideration, in accordance with the contractual provisions. The Customer also authorizes Esekai to refer to the Services performed for the Customer, even after the end of their business relationship.
Article 13 – Personal data protection
The personal data collected from Esekai Customers is subject to computer processing carried out by Esekai. They are recorded in its Customer file and are essential for the processing of their orders.
This personal information and data is also stored for security purposes, in order to comply with legal and regulatory obligations. The data controller is Esekai. Access to personal data will be strictly limited to employees of the data controller authorized to process such data by virtue of their position. The information collected may be communicated to third parties bound to Esekai by contract for the performance of subcontracted tasks, without the Customer's authorization being required.
Apart from the cases mentioned above, Esekai undertakes not to sell, rent, transfer or give access to the data to third parties without the Customer's prior consent, unless necessary for a legitimate reason.
If data is to be transferred outside the EU, the Customer will be informed and measures will be taken to secure the data (such as the external service provider's adherence to the “Privacy Shield”, the adoption of standard contractual clauses approved by the CNIL, the adoption of a code of conduct, obtaining CNIL certification, etc.).
In accordance with applicable regulations, customers have the right to access, rectify, delete and port their data, as well as the right to object to processing for legitimate reasons. These rights may be exercised by contacting the data controller at the following postal or e-mail address: contact@esekai.agency.
The Customer may also lodge a complaint with Esekai.agency's Data Protection Officer / the Commission Nationale de l'Informatique et des Libertés.
Article 14 – Unforeseen circumstances
In the event of a change in circumstances unforeseeable at the time of conclusion of the Contract and/or the GCS, the provisions of article 1195 of the French Civil Code shall apply.
If renegotiation is successful, the Parties will promptly draw up a new order for the Services concerned. Should the renegotiation fail, the Parties will apply the provisions of article 1195 of the French Civil Code.
Article 15 – Enforcement in kind
In the event of non-compliance with the obligations by either of the Parties, the aggrieved Party has the right to request forced performance in kind of the obligations arising from these terms.
In accordance with article 1221 of the French Civil Code, the creditor of the obligation may pursue this forced execution after a simple formal notice addressed to the debtor of the obligation in writing has remained without effect, unless forced execution in kind proves impossible or if there is a manifest disproportion between its cost for the debtor in good faith and its interest for the creditor.
Article 16 – Proportional reduction for imperfect performance
In the event of one of the Parties failing to fulfill one of its obligations, the creditor may, in accordance with article 1223 of the French Civil Code, after eight days of receipt of a formal notice by registered letter with acknowledgement of receipt which has remained without effect, notify the debtor of its acceptance of imperfect performance of the Contract and/or the GCS, while reducing the agreed price proportionally. Confirmation of this acceptance by the debtor must be made in writing. In the absence of agreement between the Parties on the amount of the proportional reduction of the price, this will be determined by expert appraisal in accordance with article 1592 of the French Civil Code.
Article 17 – Non-performance exception
In accordance with article 1219 of the French Civil Code, either Party may refuse to perform its obligation, even if it is due, when the other Party has failed to perform its obligation and such failure is of sufficient gravity to jeopardize the continuity of the Contract and/or the GCS, or to fundamentally disrupt their economic equilibrium.
The suspension of performance shall take effect immediately upon receipt by the Party at fault of the notification of default from the Party affected, indicating its intention to invoke the exception of non-performance, until such time as the default is remedied, and such notification shall be sent by registered letter with acknowledgement of receipt.
Article 18 – Force majeure
Neither Party may be held liable for non-performance or delay in performance of its obligations as defined in these GCS or in the Contract, in the event of a case of force majeure, in accordance with article 1218 of the French Civil Code. If the performance of a Party's obligations is hindered by an event of force majeure or an external cause beyond its control, this Party shall immediately inform the other Party by any appropriate means (e.g. telephone, e-mail) and confirm this communication in writing within five days of the start of the hindrance or delay.
The affected Party is released from its obligations for as long as the impediment persists and undertakes to take commercially reasonable measures to resume performance of its obligations. In the event of an impediment affecting one of the Parties in the performance of its obligations, the Parties agree to meet in order to find solutions for the performance of the Contract. During this period of suspension, the costs incurred by the situation will be borne by the Party affected.
Article 19 – Contract termination
In the event of non-compliance by either Party with the obligations set out in these GTS as well as in the Contract, the latter may be terminated at the discretion of the aggrieved Party.It is explicitly agreed that such termination for failure by a Party to comply with its obligations will occur automatically 30 days after the sending of a formal notice to comply, which has remained wholly or partially without effect.This formal notice must clearly state the intention to invoke this clause. The Parties agree that the performance of these GCS and of the Contract will continue in order to allow the processing of operations in progress and not yet completed.in all cases, the aggrieved Party may take legal action to obtain damages.
Article 20 – Responsibilities
Each Party undertakes to indemnify the other Party for any direct and immediate material damage resulting from failure to comply with any of its obligations under the Contract and/or the GTS.
Article 21 – Privacy
The Parties agree to treat and keep confidential all Confidential Information. This includes, in particular, the Contract as well as all technical, financial, economic, commercial, legal and other information concerning the Parties, their files, technical supports and, where applicable, their customers.
The Parties undertake to treat the Confidential Information exchanged with the same degree of confidentiality as their own confidential information, and not to disclose it in any form, in any capacity or to any person whatsoever. They shall also take all necessary measures with regard to their staff or any other party, whether permanent or occasional.
Notwithstanding the terms of the Contract, the Parties undertake, within 15 days of the end of the Contract, whatever the cause, to return all documents or customer files handed over by the other Party during the term of the Contract, without the possibility of alteration, copying or duplication in whole or in part.It is expressly stipulated that this article shall remain in force even after the expiry or termination of the Contract, whatever the cause.
The confidentiality obligations do not apply to information which:Is already known to the Parties and can be proven to have been obtained independently prior to the signing of the Contract.Is in the public domain or falls into it during the performance of the Contract, through no fault of either Party or its personnel or any intervening party, whether permanent or occasional.
Confidentiality obligations remain valid for 5 years after termination of the Contract for any reason whatsoever. However, the Service Provider may use the Customer's name as a commercial reference for other customers and prospects.
Article 22 – Referencing
The Customer authorizes the Service Provider to mention the Services performed (including descriptions, publications, photographs, etc.) under the Contract and/or the T&Cs, for commercial reference purposes, in particular in commercial and marketing documents and on the Service Provider's website.
Article 23 – Communication – Notification
All notifications or formal notices resulting from the application of the Contract and/or the GCS must be made by registered letter with acknowledgement of receipt and sent to the address mentioned in the Contract.The date of receipt of the notification is that of the first postal deposit of the registered letter. All other communications relating to the Contract may be sent by ordinary letter or by e-mail to the addresses indicated in the Contract.
Article 24 – Customer acceptance
The Customer acknowledges having read and expressly accepted the present General Terms and Conditions. He hereby waives any contradictory conditions, in particular his own general terms and conditions of purchase, which shall not be enforceable against the Service Provider, even if he is aware of them. Updated to 21/07/2024.
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