Site publisher
Smart Interactive Agency is the trade name of:
- Legal name: OLIVIER DECROCK EURL
- Legal form: Single-member limited liability company (EURL)
- Share capital: €5,000
- Paris Trade Register: B 533 680 575
- APE code: 6202 A
- EU VAT number: FR89533680575
- Registered office: 141, avenue de Wagram, 75017 Paris, France
- Phone: +33 6 47 75 05 54
- Email: contact@smartinteractive.fr
- Publication director: Olivier Decrock
Hosting
The website smartinteractive.fr is hosted by a professional hosting provider that complies with applicable security and data protection standards. For any hosting-related question, you can contact us at contact@smartinteractive.fr.
1. Application and scope
1.1 Applicability
These General Terms and Conditions of Sale and Use (hereinafter “T&Cs”) apply to all orders for services and the supply of hardware and software placed with OLIVIER DECROCK EURL, whose trade name is SMART INTERACTIVE AGENCY, registered with the Paris Trade Register under number B 533 680 575, with its registered office located at 141, avenue de Wagram, 75017 Paris, hereinafter referred to as SMART INTERACTIVE AGENCY.
These T&Cs are an integral part of any contract entered into with our clients.
1.2 Exclusivity of the T&Cs
These T&Cs are the only ones applicable. They exclude the application of any other general or special conditions of the client that have not been expressly accepted in writing by SMART INTERACTIVE AGENCY.
1.3 Applicability to free services
These T&Cs also apply to services offered by SMART INTERACTIVE AGENCY free of charge.
1.4 Modifications to the T&Cs
These T&Cs may be modified. The modifications take effect upon publication on the SMART INTERACTIVE AGENCY website. The client is deemed to have read them.
Should the client inform SMART INTERACTIVE AGENCY that they refuse the modifications, SMART INTERACTIVE AGENCY reserves the right to terminate this contract under the conditions set out in article 13.
1.5 Contractual modifications
Any addition or modification to a current contract that has the effect of extending or restricting the rights or obligations of either party will only be valid if formalised through a written amendment signed by both parties.
2. Offer and order
2.1 Validity of proposals
Unless otherwise stated, the validity period of our commercial proposals and quotes is one month.
2.2 Formation of the contract
Any order that has not been preceded by a written offer from SMART INTERACTIVE AGENCY will only bind the company if a written acceptance has been sent by SMART INTERACTIVE AGENCY in return.
The contract will only become effective once the purchase order has been signed and the payment deposit received.
2.3 Power of representation
Our agents or representatives do not have powers of representation. The sales they negotiate therefore become firm only after SMART INTERACTIVE AGENCY sends a written acceptance of the order.
3. Pricing
3.1 Prices
SMART INTERACTIVE AGENCY's prices are stated in euros, excluding tax.
If the nature of the service requires SMART INTERACTIVE AGENCY to be registered with the local trade register, or to pay customs duties, taxes and charges of any nature related to the implementation or performance of the service, the amounts representing such taxes, duties, withholdings or other tax and parafiscal levies are not included in the base price of the service. These amounts will be borne by the client.
3.2 Additional work
Any request for additional work, hardware or services provided by SMART INTERACTIVE AGENCY in addition to those provided for in the initial proposal will be subject to additional billing, established on the basis of an additional order previously accepted by the client. Unless otherwise specified, the rates relating to the original service will then be applied for services of the same nature and equivalent expert profiles.
3.3 Ancillary expenses
These amounts exclude travel, accommodation and other expenses required for the proper performance of the assignment. Such expenses will be invoiced as incurred, plus a 8% management fee, upon presentation of supporting documents.
If the client has a specific travel policy that they wish to apply, and which is compatible with the requirements of the assignment, they must communicate the relevant details to the service provider with the order. Otherwise, the service provider's standard procedures will apply.
3.4 VAT increase
Any VAT increase or new tax that is imposed between the time of the order and the time of delivery will be borne by the client.
4. Price revision
4.1 Price stability
The digital remuneration is stipulated firm for a period of one (1) year from the date of signature of the contract.
4.2 Annual revision
It will be revised annually on the anniversary date of the contract by applying the increase in the Syntec index, published by the Syntec Federation, the base value of which is the last known on the day of signature of the contract.
5. Payment
5.1 Payment terms
Invoices are payable, in the invoicing currency, at the registered office of SMART INTERACTIVE AGENCY, within periods not exceeding 30 days end of month from the invoice issue date or as specified in the commercial proposal and reproduced on the invoice.
5.2 Invoice complaints
Any complaint relating to an invoice must be sent in writing or by email to the registered office of SMART INTERACTIVE AGENCY within twenty-one (21) calendar days of receipt at the latest. Beyond this period, the client may no longer contest the invoice.
5.3 Default of payment
In the event of default of payment of an invoice on the due date, payment of all outstanding invoices will become immediately due.
5.4 Late payment penalties
Any invoice unpaid on the due date may, by operation of law and without formal notice, give rise to interest applied as follows:
- Payment on date: 0%
- Payment on date + 0 to 3 days: no penalty
- Payment on date + 4 to 10 days: 1% of the total invoice amount per day of delay
- Payment on date + 11 days and beyond: 0.5% per day of delay with a maximum of 3% of the total order amount
These days are understood as “business days”. This results in a maximum penalty of 10% of the total order amount. These penalties will automatically be added to the amount of the corresponding client invoice.
5.5 Fixed indemnity
Any invoice unpaid on the due date will, in addition, be increased by operation of law and without formal notice, by a fixed indemnity of 8% of the amount remaining unpaid as damages. It will apply by operation of law from the contractual due date.
6. Retention of title
6.1 Ownership of delivered items
SMART INTERACTIVE AGENCY retains ownership of the goods (hardware and software) designated in its contracts, commercial proposals or quotes, until full payment of their price in principal and interest.
In the event of failure to pay on the agreed due date, SMART INTERACTIVE AGENCY may take back the goods. The sale will be terminated by operation of law if SMART INTERACTIVE AGENCY so chooses, and any deposits already paid will be retained as compensation for the buyer's enjoyment of the goods.
7. Deadlines
7.1 Indicative timelines
Unless an express guarantee is given in the commercial proposal, delivery deadlines are not strict deadlines. SMART INTERACTIVE AGENCY's liability may only be engaged if the delay is attributable to it and the client was either belatedly informed or not informed at all.
7.2 No right of termination
The client may not invoke execution deadlines to request termination of the contract, claim damages or assert any other claim, unless otherwise expressly accepted in writing by SMART INTERACTIVE AGENCY.
8. Warranties
8.1 Compliance with rights
SMART INTERACTIVE AGENCY warrants that the software, items created and supplied to the client and the hardware made available comply with the rights of third parties and with applicable legal provisions.
8.2 Post-delivery complaints
After delivery of the order, complaints relating to any non-compliance of the service performed with the specifications must be made in writing within two (2) months following signature of the delivery acceptance report.
SMART INTERACTIVE AGENCY undertakes to carry out at its own expense all interventions necessary to correct such non-compliance. It is up to the client to provide all justifications regarding the reality of the defects or anomalies observed. The client must give SMART INTERACTIVE AGENCY every facility to observe the defect and to remedy it. The client shall refrain from intervening themselves or having a third party intervene for this purpose.
8.3 Warranty exclusions
Any damage resulting in particular from misuse, abusive use of the services or negligence of the client, non-compliance with installation or operating instructions, or intervention by a third party not expressly approved by SMART INTERACTIVE AGENCY, is excluded from the warranty.
8.4 Exclusion of evolution requests
Requests for evolutions are also excluded from the scope of the warranty.
8.5 Content liability
The client is solely responsible for the content of publications whose execution they request from SMART INTERACTIVE AGENCY. The client undertakes, in particular and without limitation, to obtain the necessary authorisations and to pay any rights on texts, photos, illustrations, music and in general on any work and personal data used.
8.6 Service interruptions
SMART INTERACTIVE AGENCY declines all responsibility in the event of an interruption of the Internet service or loss of data caused by an Internet service provider with no direct connection to it.
Likewise, when a hosting service for web and mobile applications has been requested by the client, SMART INTERACTIVE AGENCY cannot be held liable for any direct or indirect damage caused by a temporary interruption of its providers' services.
8.7 Third-party indemnification
In the event of a claim by third parties concerning the client's use of the services performed by SMART INTERACTIVE AGENCY, the client undertakes to indemnify SMART INTERACTIVE AGENCY.
9. Best-efforts obligation, warranties and limitation of liability
9.1 Nature of the obligation
SMART INTERACTIVE AGENCY operates under a best-efforts obligation and not an obligation of result.
SMART INTERACTIVE AGENCY undertakes to:
- Mobilise qualified and experienced resources.
- Apply agile methodologies and industry best practices.
- Comply with the agreed deadlines and budgets.
- Provide professional and high-quality work.
- Comply with applicable legal and regulatory standards.
- Document and communicate regularly.
SMART INTERACTIVE AGENCY does not warrant:
- The total absence of bugs or defects.
- Commercial outcomes or business performance.
- The complete satisfaction of the client.
- The absence of future modifications.
- Security against sophisticated attacks (unless a specific audit is performed).
9.2 Specific warranties
Depending on the type of service, SMART INTERACTIVE AGENCY offers the following warranties:
a) Web/Mobile development:
- Code compliance with OWASP standards.
- Compatibility with the specified browsers/devices.
- WCAG 2.1 level AA accessibility.
- Performance: load time < 3 seconds.
- Free correction of critical bugs for 30 days post-delivery.
b) Consulting and audit:
- Report compliant with industry standards.
- Recommendations based on best practices.
- Availability for clarifications (5 business days).
- Minor revisions included (max. 2).
c) Digital strategy:
- In-depth analysis of the market and competition.
- Documented and justified recommendations.
- Implementation support (according to contract).
d) Project management:
- Application of the agreed agile methodologies.
- Coordination and regular communication.
- Risk and change management.
- Compliance with deadlines (except for client dependencies or force majeure).
9.3 Limitation of liability
Save in cases of fraud, gross negligence or breach of confidentiality obligations, the total liability of SMART INTERACTIVE AGENCY, all causes combined, is limited to the amount excluding tax paid by the client during the last 6 months preceding the loss.
Excluded damages:
- Indirect damages (loss of revenue, customers, opportunities).
- Consequential damages (business interruption, damage to reputation).
- Punitive or exemplary damages.
- Loss of data (except in the case of gross negligence by SMART INTERACTIVE AGENCY).
- Loss of profit.
- Replacement or correction costs by a third party.
Exceptions to the cap: this limitation does not apply in the event of:
- Wilful misconduct or fraud.
- Deliberate violation of the law.
- Gross negligence or wilful misconduct.
- Breach of confidentiality obligations.
- Infringement of intellectual property rights.
- Loss covered by civil liability insurance.
9.4 Claim periods
Any complaint relating to non-compliance must be sent in writing to SMART INTERACTIVE AGENCY within 60 days following delivery of the deliverables. Beyond this period, the client is deemed to have accepted the deliverables without reservation.
9.5 Correction procedure
In the event of non-compliance:
- The client notifies SMART INTERACTIVE AGENCY in writing with justifications.
- SMART INTERACTIVE AGENCY proceeds to observe the defect.
- SMART INTERACTIVE AGENCY proposes a correction plan.
- The correction is carried out according to the agreed priorities.
- Correction costs are borne by SMART INTERACTIVE AGENCY (except in case of misuse).
10. Confidentiality
10.1 Confidentiality obligation
Both the client and SMART INTERACTIVE AGENCY undertake not to disclose to third parties any confidential information, including without limitation access codes and passwords, financial information, billing data, information on hardware, software, personal data (such as name, telephone number, geographical location) relating to the client's employees that is necessary for the operation of the systems.
10.2 Authorisation to use the name
The client authorises SMART INTERACTIVE AGENCY, except in the case of a specific confidentiality clause, to use its name, business name, logo and the name of its website or mobile application in order to promote SMART INTERACTIVE AGENCY's commercial activities.
11. Intellectual property
11.1 Ownership of code
Unless otherwise agreed in the commercial proposal or quotes, all computer code written for use by the client will remain the exclusive property of SMART INTERACTIVE AGENCY.
All content on the smartinteractive.fr website (texts, graphics, logos, images, videos, icons, photos, sounds and layout) is the exclusive property of Smart Interactive Agency, unless otherwise stated. Any reproduction, representation, modification, publication or adaptation, in whole or in part, without prior written authorisation, is prohibited and would constitute an infringement punishable under articles L.335-2 et seq. of the French Intellectual Property Code.
12. Non-solicitation
12.1 Non-compete clause
Each party waives, except with prior written agreement, the right to make directly or indirectly any offers of employment to an employee (whatever their status) of the other party who has worked on the service that is the subject of the contract, or to take them into its service in any capacity whatsoever.
This waiver is valid for a period of three years from the employee's involvement. In the event of a violation of article 12, the party in breach shall pay a penalty of 30,000 euros.
13. Termination
13.1 Term of validity
These general terms and conditions of sale are valid until the agreed end date of the service or, where applicable, until the effective date of termination of the contract by the client.
13.2 Termination for non-performance
Either party may terminate this contract, by operation of law, in the event of non-performance by the other party of any of its contractual obligations, by notifying such termination by registered letter with acknowledgement of receipt 45 (forty-five) calendar days before the effective date of said termination, without prejudice to any damages to which it may be entitled as a result of such non-performance.
14. Applicable law and jurisdiction
14.1 French law
The contractual relations of SMART INTERACTIVE AGENCY with the client are governed by French law.
14.2 Competent jurisdiction
Any dispute between the parties relating to the existence, validity, interpretation, performance and termination of this contract, or any of its clauses, that the parties cannot resolve amicably, will be submitted to the Courts and Tribunals of Bobigny.
15. Contact and complaints
For any question, request or complaint:
Smart Interactive Agency
Email: contact@smartinteractive.fr
Phone: +33 6 47 75 05 54
Address: 141 avenue de Wagram, 75017 Paris, France
16. Final provisions
16.1 Entire agreement
These T&Cs, together with the commercial proposal and the purchase order, constitute the entire agreement between the parties and supersede all prior agreements, whether written or oral.
16.2 Partial invalidity
If a clause of these T&Cs is declared invalid or unenforceable, this invalidity will not affect the validity of the other clauses, which will continue to apply to the fullest extent permitted by law.
16.3 No waiver
The fact that SMART INTERACTIVE AGENCY does not invoke a clause does not constitute a waiver of that clause.
16.4 Assignment
Neither party may assign the contract or its rights without the prior written consent of the other party.