Logic Design, registered office: 221 BOULEVARD JEAN JAURES BOULOGNE-BILLANCOURT, France, is a graphic and mixed media design company, which carries out bespoke work at the request of its clients (hereinafter known as the “CLIENT”).
A copy of these general terms and conditions of service is provided to each CLIENT so that they may place an order with full knowledge of the facts.
By placing an order, the CLIENT thereby implies full and unreserved acceptance of these general terms and conditions, which shall prevail over any other document to which the CLIENT may have had access (advertisement, brochure, etc.). These general terms and conditions shall apply in full, except in the event that the CLIENT has received, from LOGIC DESIGN, a set of special terms and conditions in relation to a specific individual quotation.
These general terms and conditions shall prevail over any and all of the CLIENT special terms and conditions, unless the latter is formally accepted by LOGIC DESIGN. Any term or condition proposed by the CLIENT which contradicts these general terms and conditions shall be unenforceable with respect to Logic Design, unless said term or condition has been expressly accepted.
Where Logic Design fails to apply any clause of these general terms and conditions or any other special terms and conditions with respect to an individual order or quotation, the CLIENT shall not interpret this decision as a renunciation of LOGIC DESIGN’s right to exercise said clause on a future occasion.
All designs produced by LOGIC DESIGN, including but not limited to graphic designs, mixed media designs, copyrighting and editing, communication tools, advertising material, multimedia and audio-visual works, animations and digital applications, shall be known hereinafter as “Designs”.
ARTICLE 1 – ORDERS
Logic Design shall only accept an order if it contains sufficient information (product description, project details, etc.) to launch the Design project. The CLIENT shall remain the sole beneficiary of the order, and ownership may not be transferred without the prior agreement of LOGIC DESIGN.
The CLIENT guarantees that the product or brand concerned by the Designs ordered does not infringe any third-party intellectual property rights and hereby states that they have taken all necessary steps to ensure that LOGIC DESIGN cannot be held liable in this respect.
ARTICLE 2 – WORK PHASES
Once an order is received, a formal quotation will be issued.
Given the unique nature of LOGIC DESIGN’s business, the quotation shall outline the different phases of the work to be completed, in chronological order, with respect to the CLIENT’s order.
Once a phase has been started, payment shall be due in full for that phase. Any additional phases shall be subject to a new quotation.
ARTICLE 3 – CHANGES TO THE ORDER
LOGIC DESIGN shall only accept changes to the order if a formal request for these changes is made, by the CLIENT, in writing, and provided that the work phase in question is still at the design and development stage.
If the CLIENT chooses to cancel the order, they shall be required to pay LOGIC DESIGN for all services delivered, the work phase currently in progress (where applicable), and a cancellation penalty equal to 10% of the total value of the cancelled order.
ARTICLE 4 – COST
The costs indicated in the quotations provided by LOGIC DESIGN include mock ups and boards costs, up to the maximum number of mock ups and boards costs strictly necessary to complete each work phase. The costs do not include engraving and printing.
Where the CLIENT requests an additional standard board, LOGIC DESIGN shall issue a separate invoice, at the applicable per-board cost (excl. VAT) in force when the template is produced.
ARTICLE 5 – EXTERNAL WORK
Where there is a requirement to commission the services of an external technical expert, such as a photographer or illustrator, and subject to an agreement between LOGIC DESIGN and the CLIENT, the cost of any such external work shall be invoiced in addition to the agreed quotation cost, at a rate agreed beforehand with the CLIENT.
Furthermore, any artistic oversight or direction work or consultancy relating to such external work, carried out by LOGIC DESIGN, shall also be subject to an additional invoice, in contract fees, at a price agreed with the CLIENT.
ARTICLE 6 – PRICES/RATES
The price of all services delivered is set out in each individual quotation, subject to the above-mentioned terms and conditions.
Where the CLIENT requests copies of documentation produced during the different work phases, an invoice shall be issued to the CLIENT for technical services only. The price of these services shall be in accordance with the rate in force on the date on which the services are delivered.
A copy of LOGIC DESIGN’s rates may be obtained on request; these rates may be updated on a regular basis.
ARTICLE 7 – INVOICING
LOGIC DESIGN shall issue an invoice, in duplicate, for each of the work phases. This invoice shall be sent when the first deliverable relating to the phase in question is delivered (1st delivery with feedback).
ARTICLE 8 – PAYMENT TERMS
All LOGIC DESIGN invoices must be paid no later than 30 (thirty) days after the date on which they are issued. The date on the invoice is therefore the date on which the thirty-day payment period commences.
For both staggered payment and payment upon completion arrangements, payment (in the sense of this article) must be made by the agreed deadline in cleared funds; a negotiable instrument or cheque, implying an obligation to pay, shall not be considered payment in this sense.
ARTICLE 9 – LATE PAYMENT AND NON-PAYMENT
In the event of late payment, LOGIC DESIGN reserves the right to suspend the current work phase.
Late payment penalties and a fixed sum to cover debt recovery costs shall apply if any amount due is paid after the payment date that appears on the invoice and in the event that the payment is made after the deadline specified in these general terms and conditions of sale.
The late payment penalty shall be equal to three times the statutory interest rate. These penalties shall be due immediately subject to a request from LOGIC DESIGN.
The fixed sum to cover debt recovery costs is set at 40 euros, pursuant article D.441-5 of the French Commercial Code.
Pursuant to article L.441-6 of the French Commercial Code, where the actual debt recovery costs incurred exceed this fixed sum, LOGIC DESIGN shall have the right to apply an additional penalty to cover the shortfall.
ARTICLE 10 – DELIVERY
The Designs shall be delivered to the CLIENT on a staggered basis, in line with the progress of each template work phase.
The end product (the final documents relating to the use of the chosen Designs, hereinafter known as the “End Product”) shall be delivered once the final work phase has been completed, and subject to individual availabilities. The documents shall be delivered to the CLIENT, or to any other person (e.g. engraver) designated by the CLIENT at LOGIC DESIGN’s offices or, where possible, to an address nominated by the CLIENT.
ARTICLE 11 – ACCEPTANCE
The CLIENT shall formally accept and approve of the Designs as they stand at the end of each work phase.
In light of the fact that the Design creation process involves multiple successive phases, client presentation sessions and formal acceptance at the end of each phase, the CLIENT shall only be entitled to a period of 2 (two) days after the delivery of the final documentation to inform LOGIC DESIGN of any complaint concerning the non-compliance of the End Product with respect to the final template as approved by the CLIENT.
The Designs shall be considered accepted and approved at the end of each work phase once any feedback deadlines have lapsed without comment from the CLIENT, and/or where the CLIENT gives consent for the next phase to commence, for example by paying the agreed price for the previous phase.
ARTICLE 12 – GUARANTEE COVERAGE
As a professional company with knowledge of the product environment for which the Designs have been commissioned, LOGIC DESIGN hereby guarantees that the Designs produced are an original piece of work and that it has not knowingly included any elements belonging to a pre-existing piece of work. LOGIC DESIGN does not conduct historical searches into pre-existing brands, designs, templates, domain names, company names, trademarks or any other protected elements and, as such, cannot guarantee that the Designs it produces do not infringe upon pre-existing rights.
The CLIENT, as an expert in its own market and products, is obliged to inform LOGIC DESIGN of any potential infringement of third-party rights.
The total amount that LOGIC DESIGN may be required to pay for each order placed by the CLIENT, with respect to the above-mentioned guarantee, shall be expressly limited to 50% of the total amount invoiced and paid, in full, to LOGIC DESIGN with respect to the order to which the complaint relates.
Moreover, LOGIC DESIGN does not guarantee any damage or prejudice that would be caused for any reason whatsoever in the USA, Canada or Australia and as such cannot be liable for any amount of money or any obligation.
ARTICLE 13 – REJECTION
All proposed Designs rejected by the CLIENT shall remain the exclusive property of LOGIC DESIGN, regardless of whether or not the CLIENT has paid for the service, notwithstanding the fact that payment shall be due in full for any phase on which work has commenced.
LOGIC DESIGN reserves the right to sue the CLIENT and pursue damages and interest in the event of wrongful rejection by the CLIENT, provided that a detailed report on the particular circumstances of the case has been prepared, that the rejection is genuinely wrongful in nature, and that it causes LOGIC DESIGN financial, non-material or commercial harm, or damages its reputation.
ARTICLE 14 – TRANSFER OF LOGIC DESIGN’S RIGHTS
Any arrangements regarding the transfer of usage and operating rights for these Designs to the CLIENT are stated in the quotation pertaining to each project. In principle, LOGIC DESIGN shall only transfer the rights necessary to use the Designs selected by the CLIENT in accordance with the corresponding order, and these rights shall only cover use of the Designs in connection with the product for which they were created. The transfer of rights shall cover reproduction of the Designs on all media and in all formats related to the sale, distribution and promotion of the products for which the Designs were created, and public performance rights.
The transfer agreement shall specify:
– the duration of the transfer
– the geographical area concerned
– the nature of the transferred rights (reproduction, public performance)
– the extent of the rights (precise details of how the Designs will be used).
In the absence of any specific, express agreement between LOGIC DESIGN and the CLIENT, the transfer of rights with respect to the chosen Designs shall cover reproduction and public performance rights, exclude adaptation rights, be granted for a period of 10 years and cover France, Belgium, the Netherlands and Luxembourg.
Where the chosen Designs include so-called “royalty-free” content, more specifically, library images and videos, fonts or editorial content, the CLIENT cannot be granted exclusivity over said content; such content may only be used pursuant to the relevant end user licence agreement.
The transfer of intellectual property rights is subject to a fixed-sum royalty payment. The transfer of rights shall only be effective once the End Product has been delivered and all work phases have been completed, and provided that all costs, fees and royalties due have been paid in full.
Where the CLIENT uses the chosen Designs for any purpose other than those covered by the transfer agreement, the CLIENT shall be deemed to have infringed the rights of LOGIC DESIGN. In such cases, LOGIC DESIGN reserves the right to take all such steps as it deems necessary.
The CLIENT may request a global transfer of all rights over the chosen Designs, covering the entire copyright period and all countries, subject to the agreement of LOGIC DESIGN.
In such cases, the CLIENT may be required to pay higher royalty fees and, more specifically, LOGIC DESIGN may request that the CLIENT pay royalties calculated on a proportional basis according to the use of the chosen Designs (e.g. use as a trademark or generic logo, use for other products, etc.).
In using the chosen Designs, the CLIENT must not infringe the author’s copyright and, in particular, must not alter or modify the chosen Designs without the author’s consent.
The CLIENT shall only be entitled to use the chosen Designs once all work phases stipulated in the quotation have been completed, and payment has been received in full for each of these phases.
ARTICLE 15 – DELIVERABLES
In the event that LOGIC DESIGN provides the CLIENT with a copy (on a disk, tape, etc.) of the elements of the chosen Designs, the CLIENT is strictly forbidden from modifying, transmitting or using these elements for other projects. Such elements may be used for the purposes expressly mentioned in the accepted quotation only.
ARTICLE 16 – PROMOTIONAL USE
The CLIENT hereby grants permission for LOGIC DESIGN to mention the CLIENT’s name, as a client of LOGIC DESIGN, and to reproduce the chosen Design in connection with any promotional event, document or publication detailing the business of LOGIC DESIGN (trade shows, exhibitions, brochures, pamphlets, business directories, etc.). This clause shall come into effect as soon as the chosen Design is publicly disclosed by the CLIENT.
ARTICLE 17 – COMPETITIONS
In the event that LOGIC DESIGN takes part in a competition organised by an existing or potential customer, LOGIC DESIGN reserves the right to issue an invoice covering part of the costs incurred in participating in the competition, known as the “forfeit payment”. The invoice covering this forfeit payment shall be issued at the point at which the Designs are submitted.
Furthermore, where LOGIC DESIGN is declared the winner of such a competition, the CLIENT must pay all agreed sums with respect to the design phase in full at the point at which the results are announced, minus the forfeit payment. This clause shall apply irrespective of the CLIENT’s decision on the final outcome of the project.
In all cases, if the CLIENT fails to announce the results of the competition, in writing, no later than 30 days after the Designs are submitted, the CLIENTmust pay all agreed sums with respect to the design phase in full, minus the forfeit payment.
ARTICLE 18 – APPLICABLE LAW AND JURISDICTION
These general terms and conditions are governed by French law.
As both LOGIC DESIGN and the CLIENT are business entities, any disputes that arise and that cannot be settled amicably shall come under the jurisdiction of the Commercial Court of Nanterre.