Terms and Conditions of Sale for Services provided by Next Level Com
Article 1 – PREAMBLE
1.1. These General Terms and Conditions of Sale (hereinafter “GTC” or “Contract”) govern the relationship between the company NEXT LEVEL COM, whose registered office is located at 34 Rue La Condamine 75017, with offices at 11 Rue Ampère 75017 and SIRET number 511 338 816 RCS Paris (hereinafter “NEXT LEVEL COM”), and any CLIENT of the services offered by NEXT LEVEL COM. They aim to define the terms and conditions under which NEXT LEVEL COM provides its services (websites, digital marketing services, and others) to the CLIENT.
1.2. These GTC apply to all services provided by NEXT LEVEL COM worldwide, in the absence of more specific conditions that may be defined in any contractual document signed between NEXT LEVEL COM and the CLIENT, especially in the order form, which has contractual value.
1.3. Therefore, any service order implies the CLIENT’s unconditional acceptance of these GTC.
1.4. In the event that any provision of these GTC is declared null or deemed unwritten, the other provisions shall remain in full force, with the Parties agreeing to negotiate in good faith a new clause with the same purpose.
1.5. NEXT LEVEL COM reserves the right to modify, update, or amend these terms to take into account any legislative, regulatory, jurisprudential, or technical developments.
1.6. NEXT LEVEL COM offers its CLIENTS a wide variety of services in various fields such as web consulting and strategy, website creation and management, content production, SEO, reputation management, email campaigns, etc. Therefore, to ensure clarity, these GTC have two sections: the provisions of Title 1 (Article 2 and onwards) apply to all services provided by NEXT LEVEL COM, while the provisions of Title 2 (Article 16 and onwards) apply exclusively to specific services.
GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES PROVIDED BY NEXT LEVEL COM
ARTICLE 2 – TERMS OF PAYMENT AND DELIVERY
2.1. The price of the service is fixed. It is stated excluding taxes and expressed in euros, covering the total amount to be paid. It may be adjusted to the prevailing rate if the project implementation takes more than a year from the date of the order. Unless otherwise specified, additional costs related to the service, as well as travel and accommodation expenses, are invoiced to the CLIENT.
2.2. Unless otherwise specified, the CLIENT pays a deposit upon contract conclusion, the amount of which is requested in advance by NEXT LEVEL COM, or, in the absence of such request, is set at 50% of the total service fee. The remaining balance owed to NEXT LEVEL COM is paid by the CLIENT after service execution.
2.3. The terms of the offer exclusively cover the services specified in the quotation and/or the order form.
2.4. Any additional service not included in the quotation and/or order form will be subject to a new quotation/order form and additional billing.
2.5. In case of non-payment of any installment, other installments become immediately due, even if they were subject to deferred payment.
2.6. Furthermore, and regardless of any claim NEXT LEVEL COM may make, the CLIENT will automatically incur a penalty for late payment, calculated by applying an interest rate equal to 3 times the legal interest rate per month of delay, along with the payment of a flat-rate recovery fee of 40 euros per invoice.
2.7. Services related to website creation or modification, as well as content creation services, are deemed deliverable, and full payment of the due price is required under the conditions specified in Title 2 of these GTC.
ARTICLE 3 – DURATION AND TERMINATION OF THE CONTRACT
3.1. The contract is concluded for an agreed-upon duration between the parties.
3.2. In the absence of an expressly stipulated duration, the contract is concluded for the duration necessary for the performance of the services.
3.3. When the contract is tacitly renewable, it is automatically renewed under the same conditions for a period equivalent to the initial period unless one of the parties gives notice of termination by registered letter with acknowledgment of receipt at least 30 days before the expiration of the current contractual period. It is specified that NEXT LEVEL COM is not required to inform its CLIENT of the possibility of not renewing the contract.
3.4. NEXT LEVEL COM may terminate the contract without compensation if the CLIENT fails to fulfill any of its obligations despite NEXT LEVEL COM setting a reasonable deadline for rectification. Such termination takes immediate effect.
3.5. In case of force majeure, NEXT LEVEL COM reserves the right to take all necessary measures to protect its interests, including suspending the contract or terminating it. If the force majeure event persists for more than 30 days, either party may terminate the contract without liability on the parties’ part.
3.6. In the event of insolvency or liquidation proceedings, temporary suspension of proceedings, or similar procedures related to the CLIENT, this contract will be terminated automatically, subject to the application of Article L621-28 of the Commercial Code concerning the insolvency and liquidation of companies.
ARTICLE 4 – CLIENT’S OBLIGATIONS
4.1. The CLIENT undertakes to pay NEXT LEVEL COM the agreed-upon remuneration and to reimburse reasonable expenses incurred for the execution of the services.
4.2. The CLIENT agrees to collaborate closely with NEXT LEVEL COM in the execution of the services to ensure their optimal success. The CLIENT also acknowledges being fully aware of the characteristics and limitations of the Internet, including those related to third-party entities that may affect its operation and over which NEXT LEVEL COM has no control. Therefore, the success of the various services provided by NEXT LEVEL COM does not solely depend on NEXT LEVEL COM’s will and effectiveness.
4.3. The CLIENT agrees to provide all necessary information to NEXT LEVEL COM promptly and upon request for the execution of the service and to inform NEXT LEVEL COM of any difficulties it becomes aware of or can anticipate in its field of activity, as the services are executed. Additionally, the CLIENT agrees to maintain competent, qualified, and trained contacts throughout the duration of these GTC.
4.4 The CLIENT also undertakes to comply with legal, ethical, and security rules applicable on the Internet and to follow the advice given by NEXT LEVEL COM.
4.5. The CLIENT authorizes NEXT LEVEL COM to intervene on its website and, if necessary, on any third-party website to modify, move, incorporate, reference, maintain, or manipulate content and data as part of the service execution.
4.6. Furthermore, the CLIENT undertakes to indemnify NEXT LEVEL COM for any direct or indirect damage, regardless of its nature or basis, that NEXT LEVEL COM or its employees and agents may suffer as a result of the CLIENT’s breach of a provision of the contract or these GTC.
ARTICLE 5 – OBLIGATIONS OF NEXT LEVEL COM
5.1. NEXT LEVEL COM undertakes to perform its services in accordance with the CLIENT’s expressed needs as described in the order form.
5.2. NEXT LEVEL COM undertakes to
comply with the legal and regulatory provisions applicable to its profession.
5.3. For all services provided, NEXT LEVEL COM is subject to a best efforts obligation toward the CLIENT. Consequently, NEXT LEVEL COM undertakes to use all its skills and know-how to best meet the CLIENT’s expectations.
5.4. NEXT LEVEL COM, as a professional, has a duty to provide advice to the CLIENT. To fulfill this obligation, it is the CLIENT’s responsibility to cooperate in expressing its needs. Similarly, if the CLIENT does not follow the advice given, NEXT LEVEL COM cannot be held professionally liable for the resulting consequences.
5.5. Some of the services offered by NEXT LEVEL COM require the CLIENT’s validation, and NEXT LEVEL COM agrees to seek this validation when necessary. However, if the CLIENT does not validate any of these services within 15 days, the service will be deemed tacitly validated by the CLIENT.
5.6. NEXT LEVEL COM is a technical service provider. It is not obligated to verify or validate the accuracy, relevance, or legality of documents or information provided by the CLIENT.
5.7. Unless expressly agreed otherwise, NEXT LEVEL COM reserves the right to use third parties to execute all or part of its mission.
5.8. In accordance with applicable legal and regulatory provisions and prevailing case law, NEXT LEVEL COM cannot be held liable in case of force majeure or fault attributable to the CLIENT. NEXT LEVEL COM cannot be held responsible for any damage resulting from data loss, alteration, falsification, viral attacks, hacking, or the inability to use or operate the CLIENT’s website.
5.9. NEXT LEVEL COM provides the CLIENT with a quality service that offers the best possible continuity in accordance with professional standards and practices. However, NEXT LEVEL COM reserves the right to temporarily interrupt access to its services for maintenance or improvement purposes without any entitlement to compensation, while committing to minimize any inconvenience caused.
5.10. In no event shall NEXT LEVEL COM be held responsible for any delay exclusively attributable to the CLIENT (acceptance delay, failure to provide information, etc.).
ARTICLE 6 – CONFIDENTIALITY
6.1. NEXT LEVEL COM and the CLIENT undertake not to disclose confidential information and documents regarding the other party that they may have become aware of during the execution of the service. In this regard, each party agrees to protect the Confidential Information and not to disclose it to third parties without the prior written authorization of the other party.
6.2. If the CLIENT provides NEXT LEVEL COM with confidential documents for the purposes of its mission, NEXT LEVEL COM undertakes to return them upon the CLIENT’s first request.
6.3. The concept of confidential information and documents does not include:
– Information or documents obtained lawfully by a third party.
– Information or documents that were known prior to the execution of the services by NEXT LEVEL COM.
– Information or documents that the law or regulations require to be disclosed.
– Information or documents whose disclosure has been authorized in writing between the parties.
6.4. Each party agrees to comply with the obligations arising from this article for the entire duration of the Contract and for two (2) years following its termination, regardless of the reason.
ARTICLE 7 – INTELLECTUAL PROPERTY
7.1. This Contract does not grant any other intellectual property rights that have been expressly granted to the CLIENT by NEXT LEVEL COM.
7.2. The CLIENT certifies to NEXT LEVEL COM that all elements provided for the execution of its service (images, texts, sounds, logos, etc.) available on its website or elsewhere, including content provided by NEXT LEVEL COM and duly validated by the CLIENT, do not infringe any intellectual property rights.
7.3. The CLIENT also guarantees full ownership of the content that NEXT LEVEL COM may be required to modify or manipulate at its request, and, more generally, that the service does not infringe any third-party rights.
7.4. NEXT LEVEL COM retains ownership of the means, processes, and know-how it owns and uses to perform the services.
ARTICLE 8 – PERSONAL DATA PROTECTION
8.1. Each party is responsible for processing Personal Data it implements in the course of its own activities and undertakes, as such, to comply with the applicable legislation and regulations in this regard. “Personal Data” means any information relating, directly or indirectly, to an identified or identifiable natural person.
8.2. In the course of these Terms, NEXT LEVEL COM collects and processes personal data of individuals (hereinafter “Data Subjects”) related to the CLIENT in connection with each order. This Personal Data is used for the purpose of processing the order (management, monitoring, invoicing, etc.) and, more generally, for the proper execution of these Terms, including in case of disputes between the Parties. Personal Data is exclusively intended for NEXT LEVEL COM and will not be transmitted to third parties, except technical service providers and partners appointed by NEXT LEVEL COM strictly for the purpose of executing these Terms, who are subject to professional secrecy and/or contractual confidentiality obligations. This Personal Data is provided by the CLIENT. The email address may be used by NEXT LEVEL COM for sending commercial prospecting emails, unless the CLIENT refuses to receive such messages when placing the order. In any case, Data Subjects may refuse to receive such emails with each mailing.
8.3. The Personal Data of Data Subjects are kept by NEXT LEVEL COM for the entire duration of the business relationship and archived for the time necessary to handle complaints and disputes, as well as to meet legal and/or regulatory obligations or respond to requests from competent authorities.
8.4. NEXT LEVEL COM may transfer Personal Data to countries outside the European Union that have not received an adequacy decision from the European Commission. In such cases, NEXT LEVEL COM ensures that the transfer is carried out in compliance with the legislation and regulations in force, taking all appropriate measures and providing legal, technical, and operational guarantees to ensure the confidentiality and security of this Personal Data.
8.5. Data Subjects have the right to request access to their Personal Data held by NEXT LEVEL COM, as well as rectification or erasure of such data, or the restriction of processing regarding the Client, and the right to object to processing as well as to define the fate of their data in the event of death. However, in the event of processing restrictions or objections, NEXT LEVEL COM may no longer be able to process any ongoing or future orders. Any request to exercise rights related to the protection of Personal Data must be sent to NEXT LEVEL COM at the following address: 11 Rue Ampère, 75017 Paris.
8.6. Furthermore, NEXT LEVEL COM may also, as part of the Contract, process Personal Data as a subcontractor and undertakes to comply with applicable regulations.
8.7. NEXT LEVEL COM undertakes not to retain Personal Data beyond the retention periods set by the CLIENT, after which NEXT LEVEL COM must either permanently erase it or promptly return any Personal Data still in its possession, in accordance with the CLIENT’s instructions.
8.8. In the course of providing the services, NEXT LEVEL COM, as needed, undertakes to:
(i) Process Personal Data only on the CLIENT’s instructions and not use Personal Data for purposes other than the strict execution of the Contract;
(ii) Not entrust the processing of Personal Data to subcontractors without the CLIENT’s prior authorization;
(iii) Cooperate with the CLIENT by implementing appropriate technical and organizational measures and/or providing any necessary information or assistance
to enable the CLIENT to comply with the legal and regulatory requirements applicable to data processing;
(iv) Inform the CLIENT as soon as possible of any event of which it becomes aware that may constitute a risk to the security of Personal Data;
(v) Make all necessary information available to the CLIENT to demonstrate compliance with the obligations set forth in this article and facilitate audits, including inspections, by the CLIENT or another auditor appointed by it, and contribute to such audits;
(vi) Ensure the security and confidentiality of the Personal Data subject to the service.
8.9. If NEXT LEVEL COM is authorized by the CLIENT to process Personal Data outside the European Union, the CLIENT authorizes NEXT LEVEL COM to sign or have its potential subcontractor sign the standard contractual clauses proposed by the European Commission in their latest applicable versions as necessary.
ARTICLE 9 – RESERVATION OF OWNERSHIP
9.1. NEXT LEVEL COM retains ownership of the service until the full payment of the price and its accessories has been made.
9.2. Failure to pay an installment may entitle NEXT LEVEL COM to demand, at the CLIENT’s expense, the reimbursement or return of the service.
9.3. These provisions do not prevent the transfer of risks related to the service to the CLIENT upon delivery, as well as any damage caused by it.
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ARTICLE 10 – CONTRACT ASSIGNMENT
10.1. The contract concluded between NEXT LEVEL COM and the CLIENT is not concluded intuitu personae. Therefore, the parties may freely assign the contract, for any reason and in any form.
ARTICLE 11 – CONTRACT AMENDMENT
11.1. Any substantial amendment to the contract shall be the subject of an amendment or a new contract signed by both parties.
ARTICLE 12 – PUBLICITY
12.1. The CLIENT agrees that its website will contain NEXT LEVEL COM’s contact information, logo, and a link to NEXT LEVEL COM’s website.
12.2. The CLIENT agrees that NEXT LEVEL COM may mention it and, if necessary, display its logo on its website or on any other advertising material.
ARTICLE 13 – RESOLUTORY CLAUSE
13.1. In the event of a party’s non-performance of its obligations, the contract may be terminated automatically in favor of the other party. This termination will take effect 30 days after an unsuccessful notice.
ARTICLE 14 – LIMITATION OF LIABILITY
14.1. In the event that NEXT LEVEL COM’s liability is incurred, the compensation, including principal, interest, and expenses, shall be limited to the direct damage suffered by the CLIENT, without exceeding the amounts paid by the CLIENT in the last twelve (12) months for the service that led to NEXT LEVEL COM’s liability.
14.2. In no event shall NEXT LEVEL COM be held liable to the CLIENT or third parties for any unforeseeable damage or indirect damage, such as loss of business, loss of profit or reputation, or any other financial loss or failure in the provision of services, as well as any loss or deterioration of information for which NEXT LEVEL COM cannot be held responsible.
14.3. The CLIENT may not bring any action, regardless of its nature or basis, more than twelve (12) months after the occurrence of the underlying event.
ARTICLE 15 – APPLICABLE LAW AND JURISDICTION CLAUSE
15.1. This contract is exclusively governed by French law.
15.2. When the contract is concluded between parties, all of whom are merchants, the competent court is the Commercial Court of Paris, regardless of any warranty claim or joinder of defendants.
SPECIFIC GENERAL CONDITIONS APPLICABLE TO DIFFERENT SERVICES PROVIDED BY NEXT LEVEL COM
Article 16 – Creation, redesign, and maintenance of websites
16.1. When the CLIENT provides NEXT LEVEL COM with elements to create or modify the website, the CLIENT guarantees that it has the necessary rights to these elements. In general, the CLIENT certifies that it has all intellectual property and other rights to the various elements (photos, texts, logos, etc.) composing the website.
16.2. Consequently, the CLIENT undertakes to indemnify NEXT LEVEL COM against any third-party claims related to the content of the information on its website. The CLIENT will bear all expenses incurred by NEXT LEVEL COM or its agents in this regard.
16.3. NEXT LEVEL COM shall not be held responsible for difficulties in accessing the site due to the use of incompatible web browsers, inappropriate computer systems, malicious acts, or interventions by the CLIENT.
16.4. NEXT LEVEL COM’s service is deemed deliverable, and full payment of the service price is due as soon as the major part of the graphic design is completed and the main website functionalities are active, notwithstanding the need to make certain corrections to the site if necessary.
16.5. The CLIENT owns the website and all its elements. Therefore, it enjoys the prerogatives inherent in this status and is bound by the associated obligations and responsibilities.
Article 17 – Domain name registration and renewal
17.1. When the CLIENT chooses to manage the formalities related to domain name registration on its own, NEXT LEVEL COM’s responsibility cannot be sought in case of unavailability or forfeiture of the domain name.
17.2. When the CLIENT mandates NEXT LEVEL COM to register and renew the domain name, the mission entrusted to NEXT LEVEL COM is purely administrative. Consequently, NEXT LEVEL COM is not obliged to verify whether the registered or renewed name may harm third parties’ rights. Its responsibility cannot, therefore, be sought in case of infringement of third-party rights. The CLIENT undertakes to indemnify and hold NEXT LEVEL COM harmless from all costs and expenses, liability, and legal fees arising from the domain name registration.
17.3. However, the CLIENT may subscribe to a specific domain name choice advisory service. In this case, NEXT LEVEL COM will inform the CLIENT of the legal and technical constraints associated with this choice, with the understanding that the final choice is at the sole discretion of the CLIENT.
Article 18 – Hosting
18.1. NEXT LEVEL COM does not have its own servers and, therefore, relies on a third-party provider offering high-quality hosting services for its activities.
18.2. The CLIENT can request the identity and contact information of the hosting provider from NEXT LEVEL COM.
18.3. In case of hosting service interruption, NEXT LEVEL COM undertakes to promptly contact its provider to resolve the issue. However, NEXT LEVEL COM cannot be held responsible for any website failure related to hosting.
18.4. In the event of unpaid invoices by the CLIENT and after an unsuccessful notice, NEXT LEVEL COM reserves the right to request the hosting provider to suspend the website hosting without delay.
18.5. The CLIENT acknowledges that its website hosting may also be suspended without delay if the website is detrimental to the hosting environment or contains illicit content of any nature.
Article 19 – Natural and/or Paid Search Engine Optimization (“AdWords”)
19.1. The CLIENT exclusively authorizes NEXT LEVEL COM to optimize its website for search engines. Therefore, the CLIENT agrees not to interfere with NEXT LEVEL COM’s management of website optimization.
19.2. Notwithstanding the above, NEXT LEVEL COM will seek the CLIENT’s approval for the use of advertising keywords in paid search engine optimization (AdWords) campaigns before implementation.
19.3. The CLIENT acknowledges that search engine optimization involves an element of chance and is subject to certain technical (algorithm changes, etc.) and legal limitations that NEXT LEVEL COM cannot bypass.
19.4. As part of its best-effort obligation, NEXT LEVEL COM will take all necessary care in executing its optimization service but cannot guarantee specific commercial outcomes.
Article 20 – Content Creation
20.1. NEXT LEVEL COM’s mission is to suggest content, which is systematically subject to the CLIENT’s prior approval.
20.2. On this occasion, the CLIENT agrees to verify that the content intended for publication complies with applicable law and respects the rights of third parties. Otherwise, NEXT LEVEL COM cannot be held liable for any reason.
- 3. Content is deemed deliverable, and full payment of the price is due as soon as the CLIENT approves it by any means.
Article 21 – Online Reputation Management and Community Management
21.1. The CLIENT exclusively authorizes NEXT LEVEL COM to manage its online reputation.
21.2. For this purpose, the CLIENT exclusively mandates NEXT LEVEL COM to create internet content on its behalf in all possible forms.
21.3
. If the content created is subject to the CLIENT’s prior approval, the CLIENT agrees to verify that the content intended for publication complies with applicable law and respects the rights of third parties. The CLIENT shall indemnify NEXT LEVEL COM against any claims or demands in this regard.
21.4. The CLIENT retains the right to access and modify information posted by NEXT LEVEL COM on blogs or social media pages generated and/or managed by NEXT LEVEL COM. Any modification request must be sent to NEXT LEVEL COM, which will process it promptly.
21.5. The CLIENT acknowledges that information posted on social media networks is beyond complete control, especially in the case of third-party quotations. The CLIENT also acknowledges that the absolute and permanent removal of posted content is technically impossible.
21.6. As needed, NEXT LEVEL COM may offer the CLIENT the support of legal professionals (bailiffs, lawyers, etc.) with proven expertise in internet law. However, NEXT LEVEL COM cannot be held responsible if any of these professionals fail to fulfill any of their obligations.
21.7. Furthermore, NEXT LEVEL COM commits to implementing an advanced internet monitoring, subject to the terms contractually agreed upon with the CLIENT.
Article 22 – Email Marketing Services
22.1. NEXT LEVEL COM supports the CLIENT in identifying contact databases that may meet its needs. However, NEXT LEVEL COM disclaims any responsibility for the legality of these databases and their uses.
22.2. Consequently, the CLIENT is fully responsible for the content of the emails sent.
ARTICLE 23 – Creation of E-commerce Storefronts with Online Payment
23.1. NEXT LEVEL COM does not have its own payment system and therefore relies on an integrated online payment kit on the CLIENT’s website. NEXT LEVEL COM disclaims any responsibility for malfunctions of the payment system.
23.2. NEXT LEVEL COM informs the CLIENT about the characteristics of this online payment kit, especially regarding its security features and the contact information of the responsible party in case of difficulties.
23.3. In case of payment system-related issues, NEXT LEVEL COM undertakes to assist and advise the CLIENT in resolving these issues.
