General terms and conditions

The purpose of these General Terms and Conditions for the Provision of Services (hereinafter the “GTCS”) is to determine the conditions under which NOCTA provides the Customer with services in the field of information technology and communications, as specified in the Order Form and/or Quotation located on the reverse side hereof (hereinafter the “Services” or “Services”). Use of the Services offered by Agence NOCTA to the Customer implies unreserved acceptance of these GCPS and any Special Conditions (hereinafter the “SC”) corresponding to the Service(s) ordered by the Customer. All Services provided by Agence NOCTA are subject to the present GSPC. In the event of any contradiction between the terms of these GCPS, the SP, the Order Form and/or the Quotation, the contractual provisions of a higher rank shall prevail over those of a lower rank in the following order:

• These General Terms and Conditions of Service
• The Special Conditions (applicable according to the Service concerned)
• Purchase Order and/or Quotation
• Verification that the service meets the customer’s needs

The Customer hereby declares that, prior to placing an order for the Services, he/she has verified the suitability of the Services offered by NOCTA and that he/she has received from NOCTA all the information and advice necessary for him/her to subscribe to these General Terms and Conditions and that, consequently, he/she waives any dispute on this point. The Customer declares that he/she is familiar with the characteristics and operation of the Internet and the specificities of digital marketing (acquisition of traffic, prospects and customers, CPA, CPC, CPM, etc.). The Customer declares that he/she is fully aware of the nature of a digital marketing campaign, which enables very precise targeting of the potential customer targeted by the advertising placed online, and of the risks that may arise from the use of Web 2.0 tools based on the active participation of third-party Internet users who may express themselves freely, exposing the Customer’s brand(s) and products to criticism. In this situation, the Customer acknowledges that Agence NOCTA cannot be held responsible for the nature of the comments and exchanges made by these Internet users. The Customer declares that he has been informed that the Customer’s Advertising Content will be distributed on websites operated by third parties. The Customer declares that it has the hardware, software, skills and, where applicable, personnel required for the proper operation of the Services offered by NOCTA.

The Customer warrants that it will use the Services in accordance with its specifications and the Technical Restrictions, without such use causing damage to the Server, System Resources or Software of the NOCTA Agency.

The Customer acknowledges the limitations of the computer resources made available. The Customer is informed that each of the Services is offered independently of the others, and that some of them may give rise to options and/or additional Services to be paid for by the Customer.

These GCPS and CP are applicable for the duration set forth in the Purchase Order and/or the Quotation appearing on the face hereof and by default for a duration of one (1) year from the date of signature of the Purchase Order and/or the Quotation. These CGPS and CP take effect immediately upon signature by the Customer of the Purchase Order and/or Quotation duly completed and received by Agence NOCTA.

Any Purchase Order and/or Quotation duly completed by the Customer shall be deemed firm and irrevocable upon signature.

All products and materials supplied and made available to the Customer by the NOCTA Agency for the purpose of performing the Services provided by the NOCTA Agency are the full and complete property of the NOCTA Agency.

If necessary, the Parties may agree on a timetable for the performance of the Services in the Purchase Order and/or the Quotation. These deadlines are given for information purposes only and cannot be guaranteed in view of the unpredictable nature of technology.

The NOCTA Agency cannot be held responsible for failure to comply with the said Schedule, in the event of delay and/or non-performance by the Customer of all or part of its obligations, or in the event of any events caused by third parties.

Agence NOCTA offers its customers the following services:

• Computer troubleshooting services
• Consulting and training services
• Website development services
• Website hosting services
• Paid search services (Google Adwords)
• Search engine optimization (SEO) services
• Emailing campaign services
• Community management services
• Press relations services
• Intranet infrastructure development services

All these Services will be described in detail, together with their own guarantees and/or obligations, contained in their respective Special Conditions attached hereto.

The Customer is hereby informed that the procedure for ordering Services from the NOCTA Agency is carried out exclusively by means of the Order Form and/or the Quotation appearing on the face hereof. In this respect, the Customer undertakes to complete the Order Form and/or the Quotation shown on the front hereof in accordance with the instructions given by NOCTA and to provide accurate, complete and non-misleading information.

The Customer undertakes to send the duly completed and signed Order Form and/or Quotation to the NOCTA Agency no later than 2 (two) days prior to the date on which the Services ordered are to be performed. The Customer is hereby informed that the said order will only be deemed definitive upon receipt of the e-mail confirming the Order Form and/or Quotation sent by NOCTA.

During the performance of the Services, amendments may be agreed by both parties. Signed agreements as well as agreements by electronic messages are deemed to have the value of amendments, during and after the performance of the Services, if both parties expressly express their agreement. The Schedule may be adjusted in the light of specifications delivered by the NOCTA Agency. Modifications to the Schedule or to the content of deliveries made by the Customer or by NOCTA are not contractual and do not constitute amendments which would imply any consideration. Depending on the information gathered, recommendations for the performance of additional Services may be submitted to the Customer. Any new recommendation will be the subject of a specific commercial proposal to be approved by the Customer prior to its possible implementation and materialized by the signature of a new Purchase Order and/or Quotation.

The NOCTA Agency performs the Services ordered under the conditions described herein and in the Special Conditions specific to each Service.

The NOCTA Agency undertakes to perform the Services in accordance with the timetable set out in the Order Form and/or the Quotation or, failing this, within one year of the NOCTA Agency’s validation of the Order Form and/or the Quotation. Once this period has elapsed, and if the Service has not been carried out by NOCTA, the Customer is entitled to request its cancellation and reimbursement of the sums already paid.

• Prices

The current rates for the various Services offered by Agence NOCTA are shown in the catalog published on the website www.agence-nocta.fr and/or on request for a Quotation from Agence NOCTA either by e-mail to contact @ agence-nocta.fr, or via the contact form available online or by post to the following address: 149 Boulevard René Cassin – 06200 NICE.

Prices are quoted exclusive of tax unless otherwise stated, and are payable in euros. Prices and financial conditions are included and/or updated, where applicable, in the Order Form and/or Quotation. In the event of a difference between the price mentioned in the Order Form and/or Quotation and the price displayed on Agence NOCTA’s website, the price mentioned in the Order Form and/or Quotation shall prevail. The Customer is solely responsible for the information provided to NOCTA when completing and signing the Order Form and/or Quotation. The prices of the Services provided by NOCTA may be modified at any time, provided that the Customer is informed by e-mail or by an online notice on the NOCTA website one month in advance if the new rates, exclusive of tax, are less favourable to the Customer. In this case, the Customer will have one month from the date of such notification to terminate the present contract without penalty. Failing this, the Customer will be deemed to have accepted the new rates. NOCTA reserves the right to pass on, without delay, any new tax or any increase in the rate of existing taxes. Failure to comply with these obligations will result in the termination of the contract by operation of law, to the exclusive detriment of the Customer.

• Payment terms
  

The due date for payment of the Services is stated in the Purchase Order and/or Quotation. The due date for payment of the Services is either at the time of signature of the Purchase Order and/or Quotation, or upon delivery of the Service, or by monthly payment in the case of successive Services spread over time. The Customer is solely responsible for payment of all sums due hereunder. Any disagreement concerning invoicing and the nature of the Services ordered must be expressed by e-mail to the following address contact @ agence-nocta.fr within 15 days of the issue of the corresponding invoice by Agence NOCTA. In the event that NOCTA incurs expenses in connection with the performance of the Services, NOCTA shall inform the Customer of such expenses and provide the Customer with supporting documents and the corresponding invoice. The Customer must then immediately pay the amount due in euros.

Payment may be made by cheque made payable to Tanguy Hugues or by bank transfer to the account whose bank details are given on the invoice. Any delay in payment shall automatically entail, without prior formal notice, the payment of late payment interest at the legal rate plus 5%. All collection costs will be billed to the Customer, who undertakes to pay them without delay. Any delay or default in payment authorizes Agence NOCTA to cease providing the Services, without delay and without prior formal notice, until the price has been paid in full. Under no circumstances is the Customer authorized to delay payment of any sum due to NOCTA for any reason whatsoever, nor to make any compensation and/or reduction in the price set out in the Order Form and/or Quotation. Payment is deemed effective when the sums corresponding to the Service are credited to Agence NOCTA’s bank account.

Agence NOCTA will notify the Customer by post and/or e-mail before the expiry of the contract, of the Customer’s obligation to pay the price corresponding to the renewal of the Service coming to an end. Any non-payment or irregular payment, i.e., in particular, of an erroneous or incomplete amount, or not including the required references, or made by a means or procedure not accepted by Agence NOCTA, will be purely and simply ignored and will cause Agence NOCTA to reject the request for renewal of the Service. In the case of a renewal paid for by cheque, it is the Customer’s responsibility to request the renewal with sufficient notice so that the cheque is effectively received by NOCTA before the expiry of the Service concerned.

Agence NOCTA shall not be held liable in the event of non-renewal of a Service following a payment not honored or not regularized by the Customer. The Customer is expressly informed and accepts that in the event of non-compliance with the foregoing provisions, the Service will be immediately suspended on its expiry date and the Customer will be given 48 hours to request the recovery of the hosted data. Upon expiry of this period, all data will be deleted by NOCTA. NOCTA will not retain any data beyond this period.

The NOCTA Agency undertakes to :

• perform the Services in accordance with the specifications set out in the Order Form and/or the Quotation;
• perform the Services with all the care and diligence necessary to provide a quality service, in accordance with the practices of the profession and the state of the art;
• assign personnel with the skills and knowledge required to provide the Services specified in the Purchase Order and/or Quotation;
  make available to the Customer the technological resources necessary for the proper performance of the Services ordered by the Customer;

• to ensure that its employees, managers, suppliers and subcontractors comply with the rules stipulated in these GCPS, in the PC and in the Order Form and/or Quotation, when carrying out the Services. NOCTA’s obligations as set out above shall only commence upon receipt and validation by NOCTA of all documents and information required for the performance of the Services ordered. However, Agence NOCTA reserves the right to refuse or stop the performance of the Service(s), without having to justify itself on any grounds whatsoever. It is specified that the obligations listed in this article are only obligations of means as defined by French case law and legislation.

The Customer undertakes to :

• provide Agence NOCTA with the cooperation and assistance necessary for the performance of the Services; in particular, by providing Agence NOCTA with the information and instructions necessary for the performance of the Services;
• communicate all elements necessary for the performance of the Services ordered from the NOCTA Agency, in particular the Advertising Content and the Order Form and/or Quotation duly completed and signed appearing on the face hereof. Failure to provide this information at least 48 hours before the start of the Service will entitle NOCTA to cancel or postpone the Service;
• allow Agence NOCTA access to the part of the Customer’s computer system required for the proper performance of the Services ordered;
• provide itself with the technical resources, in particular telecommunications resources, necessary for the performance of the Services;
• inform Agence NOCTA by e-mail at the following address contact @ agence-nocta.fr of any difficulties that may arise during the performance of the Services, so that Agence NOCTA can deal with them promptly;
• obtain the necessary authorizations and deal with any challenge from third parties concerning the intervention of the NOCTA Agency in the Customer’s IT System;
• to adhere unreservedly to the present CGPS and to the CP corresponding to the Services ordered;
• pay the price of the Services provided by the NOCTA Agency under the conditions set out in article 10 hereof;
  inform the NOCTA Agency by registered letter with acknowledgement of receipt of any request, complaint or legal action directly or indirectly related to the provision of the Services by the NOCTA Agency,
• to act in good faith in this regard and to allow NOCTA access to certain documents necessary for the performance of the Services,
• retention of title

The items delivered by Agence NOCTA in performance of the Services ordered shall remain its property until full payment, by the Customer, of the principal price, including costs and taxes.

During the period in which Agence NOCTA remains the owner, the Customer expressly undertakes to take all measures to prevent deterioration, destruction and/or loss of the elements delivered.

Each of the Parties remains the owner of the rights relating to the elements and proprietary technological developments, know-how, software, technologies, trademarks, logos, images, photographs, texts, etc., of which it is the owner and which are made available to the other Party within the framework of this Contract.

The NOCTA Agency may use the Customer’s trademark(s), logo(s), trade name(s), logotype, visuals, Promotional Content and Product representations, and all or part of the Customer’s website for the purposes of performing this Agreement.

This license is valid for the duration of this Contract and for the whole world, and may be sub-licensed to members of its Network in order for them to fulfill their obligations to the NOCTA Agency.

For the purposes of the Services provided hereunder, the Customer grants NOCTA a mandate to act in its name and on its behalf in connection with the Services provided hereunder, including in particular to order from third-party service providers all services in its name and within the limits of the terms of the Order Form and/or Quotation.

As part of the performance of the Services ordered and in application of article 15 above, the Customer authorizes NOCTA to use and reproduce the Customer’s trademark(s), logotype and other distinctive sign(s) for any internal or external communication, promotional or advertising purposes, on any medium and by any means whatsoever.

The Customer declares that it is the owner or licensee of all intellectual property rights relating to the Content integrated by NOCTA during the performance of the Services.

The Customer absolutely guarantees NOCTA that the Content proposed does not infringe the rights of third parties, in particular intellectual property rights (patent, trademark, copyright, design & model), personality rights (rights to the image of third parties, right to privacy, right on the patronymic), right to the image of goods, and that they therefore do not constitute acts of infringement of intellectual property rights and/or acts of unfair competition and/or breaches of contractual obligations of any kind whatsoever.

Consequently, the Customer undertakes to indemnify and hold harmless Agence NOCTA from any claim, judicial or extrajudicial action and/or conviction of any nature whatsoever that may be brought against it or against any of its employees, corporate officers, subsidiaries, parent companies or service providers as a result of the Advertising Content or any documents or information transmitted by the Customer to Agence NOCTA, in particular in the event of a breach of the provisions of this Article.

The Customer is solely responsible for the information and documents it provides to Agence NOCTA with a view to carrying out the Services ordered.

The Customer warrants absolutely that all Advertising Content and/or the website ordered complies with all applicable provisions and regulations, including but not limited to laws, good morals, etc.; failing which, NOCTA shall be entitled to refuse or remove any Content without compensation to the Customer, without prejudice to NOCTA’s rights and actions under applicable law.

• Liability
  • Common Law
• any action brought against the Customer by a third party;
• loss of actual or anticipated profits
• any loss caused by business interruption;
• loss of goodwill or reputation

Agence NOCTA hereby assumes an obligation of means and may only be held liable for its fault proven by the customer, and for direct and foreseeable damage resulting directly therefrom.

The following are considered to be indirect damages, and consequently do not entitle the customer to compensation:

The parties expressly agree that the limitations of damages referred to in this article shall continue to apply even in the event of termination of the contract.

As an essential and determining condition of these general terms and conditions, should Agence NOCTA be held liable under the conditions set out in article 18, the customer shall not be entitled to claim any other compensation, damages or settlement whatsoever, for any reason whatsoever, other than the amount of payments made by the customer in respect of services provided for the customer in the year of the event giving rise to the harmful event.

In application of legal provisions, and in particular the amended law of September 30, 1986, the Customer is civilly and criminally liable for the content of its site, for information transmitted, distributed and/or collected, for its use, for hypertext links, and for any claims by third parties and criminal proceedings arising therefrom, in particular with regard to intellectual property, personality rights and the protection of minors. The Customer undertakes to comply with the laws and regulations in force, in particular those relating to the operation of online services, e-commerce, copyright, public decency and public order, as well as the universal principles of Internet use.

Consequently, Agence NOCTA’s editorial responsibility for this site will only be borne until the complete and final delivery of this website to the Customer.

From that date onwards, the Customer alone shall bear full and entire editorial responsibility for the website developed for the Customer, as defined by the article of the French law on Confidence in the Digital Economy of June 21, 2004.

In the event of the Customer’s failure to comply with any of its obligations, NOCTA reserves the right to suspend the Services, unless otherwise agreed and upon reasonable notice, until the Customer has fully complied with its obligations.

Furthermore, NOCTA reserves the right to restrict, limit or suspend the Services:

• if it appears that the Customer is using the Services supplied to him/her for any activity whatsoever that does not comply with the law or with these General Terms and Conditions;

• in the event of a breach of the applicable Special Conditions;

• if the NOCTA Agency receives notice to this effect from a competent administrative, arbitral or judicial authority, in accordance with the appropriate applicable laws, or from a third party, and in particular in accordance with the French Confidence in the Digital Economy Act of June 21, 2004, insofar as the manifestly unlawful nature is brought to the attention of the NOCTA Agency;

• In the event of non-payment by the Customer of an order for Services, Agence NOCTA will notify the Customer, requesting him to remedy the situation as soon as possible. Failure by the Customer to pay on the due date will result in :

  • immediate payment of all outstanding sums, regardless of the agreed method of payment;

  • the invoicing of late payment interest at a rate equal to 5 times the legal interest rate from the first working day of delay;

  • immediate suspension of all Services, until all outstanding invoices have been paid in full;

Agence NOCTA reserves the right to suspend the Services until the price has been paid in full and within a reasonable period of time, and then, at the end of said period, to terminate the present Contract ipso jure.

All of the provisions referred to in the preceding paragraph shall apply ipso jure, without prior formal notice, by the sole fact of non-compliance with a single contractual due date, and without prejudice to any damages that the NOCTA Agency may be entitled to claim and/or the application of the present article.

• In the event of late payment, Agence NOCTA will proceed with the reminder procedure described below:

• First reminder by post (not billed to the customer)
• Second reminder by post (billed at €20)
• Third reminder by post (billed at €50 to the customer)
• Initiation of legal proceedings (billed at €300)
  • The deliberate declaration by the Customer of inaccurate or dubious information, the deliberate failure by the Customer to update the information provided to Agence NOCTA, or the failure by the Customer to respond to requests from Agence NOCTA, in particular relating to the accuracy of the information provided by the Customer, will result in the automatic suspension of the Services.
• Unless otherwise stipulated, in the event of failure by one of the parties to this Contract to perform its obligations, and in the event of failure by that party to remedy the situation, the other party may terminate this Contract ipso jure, by registered letter with acknowledgement of receipt, one (1) month after formal notice has remained unanswered.
• Any suspension, termination or cancellation of the Services to the exclusive detriment of the Customer, in particular under the conditions set out in the present article 19, will not give rise to any compensation to the Customer. Moreover, in such a case, no reimbursement of the Services may be passed on to the Customer.
• In the event of termination of this Agreement for any reason whatsoever, or in the event of expiry of this Agreement, the Customer shall be responsible for recovering all data belonging to the Customer by the due date (i.e. 48 hours prior to expiry), failing which such data shall be deleted by NOCTA.

Agence NOCTA cannot be held responsible in any way in this respect.

• In addition, Agence NOCTA may terminate the Contract immediately and at any time in the event of the Customer’s insolvency and/or the opening of insolvency proceedings against the Customer and/or the appointment of a receiver or liquidator, after sending the Customer a registered letter with acknowledgement of receipt.

The Customer hereby acknowledges that fluctuations in bandwidth and the vagaries of the access provider are factors that may lead to discontinuity in the Services offered by the NOCTA Agency, and which are external to its technical resources. The Services are provided on an “as is” and “as available” basis.
The NOCTA Agency does not guarantee error-free, uninterrupted and secure provision of the Services offered. The NOCTA Agency is not bound by any obligation to provide personalised assistance, in particular technical assistance.
NOCTA disclaims all warranties, express or implied, including warranties as to the quality and suitability of the Services for the Customer’s use. NOCTA does not warrant any results or benefits from the use of the Services. NOCTA does not warrant that files transmitted by the Customer will not be subject to unauthorized intrusion, corruption or downloading, or that information and data transmitted over the Internet are protected against such attacks or misappropriation. Agence NOCTA will use its best efforts to maintain access to the Services in an operational state. Agence NOCTA shall not be held liable for any such malfunctions or their harmful consequences (costs, loss of profits, loss of data or direct or indirect damage) that may arise from the Customer’s inability to access the Services or from the Customer’s misuse of the Services.

• Any event beyond the control of either party and against which it was not reasonably able to protect itself constitutes a case of force majeure, and as such suspends the obligations of the parties, such as but not limited to: a strike or breakdown (ERDF, telecommunications operators, Registrar, community sites, blog operators, etc.), a stoppage in the supply of energy (such as electricity), a failure of the telecommunications network on which the NOCTA Agency depends and/or of any networks that may replace it. ), a stoppage in the supply of energy (such as electricity), a failure of the telecommunications network on which the NOCTA Agency depends and/or any networks that may replace it. Neither Party may be held liable, or be deemed to have failed in its obligations under the Contract, for any non-performance linked to an event of force majeure as defined by French law and jurisprudence, provided that it notifies the other Party (i) and does its utmost to minimize the damage and perform its obligations as soon as possible after the event of force majeure has ceased (ii).
• In the event of such an event, the Contract shall be suspended for a period of thirty (30) days from the occurrence of the said force majeure. During this period, the Parties agree to enter into discussions to find an alternative solution. If, after fifteen (15) days of discussions, the Parties are unable to find a solution, the Contract will be cancelled or terminated ipso jure, without any compensation being due.

Once this Agreement has expired or been terminated, the parties shall have no further liability to each other for its performance, even in the case of content moderation services.

The NOCTA Agency does not retain any documents supplied by the Customer after termination of the Contract.

The Customer undertakes to include NOCTA (with its contact details) in the design credits for the ordered website, unless otherwise duly specified in the Order Form and/or Quotation.

The Parties are authorized to quote each other and to refer to their business relations in all loyalty except :

• contrary case duly specified in the Quotation
• and/or in the case of development of the website ordered on behalf of a communications agency duly authorized by a third party.

Otherwise, the NOCTA Agency is expressly authorized to communicate on the Services for strictly non-commercial purposes at any festival, competition or other artistic event bringing together designers, agencies and advertisers from all horizons, in order to enable the NOCTA Agency to promote its activities and highlight its creative contribution.

The Parties mutually undertake to keep confidential any information communicated by the other Party in connection with the performance of the Services.

For the purposes of this article, any information of any kind, whether technical, financial, commercial or accounting, any data, study(s), audit(s), know-how or experience(s) communicated by one of the Parties, whatever the form, medium or means, including in particular oral, written or fixed communications on any medium whatsoever, relating directly or indirectly to the performance of the Services, including all the contractual documents constituting this Agreement, shall be deemed confidential. Consequently, each Party shall refrain from disclosing all or part of the aforementioned confidential information to any third party to this Contract, in particular any subcontractor, customer or consultant of the Customer, without the prior written consent of the other Party. In any event, each Party shall be responsible for compliance with its obligations by its personnel and any third party as referred to in this article. This clause shall remain valid for a period of ten (10) years after the termination or expiration of the Contract. The foregoing shall not apply to confidential information (i) which is already publicly known other than by breach of this Article and/or (ii) which is required to be published by law, regulation or court order.

The Customer undertakes not to hire, directly or indirectly, any salaried or non-salaried personnel employed by the NOCTA Agency, for the duration of this agreement, extended for a period of two (2) years from the end of this agreement, without the prior written consent of the NOCTA Agency. Failure to comply with this clause, without prejudice to any damages awarded by a competent court which may be claimed by the NOCTA Agency, will result in the payment to the NOCTA Agency of a sum equivalent to twenty-four (24) months of the last remuneration received by the dismissed employee.

Unless otherwise stipulated in these GCPS, all correspondence between the parties is by e-mail. In application of articles 1316 et seq. of the French Civil Code and, where applicable, article L.110-3 of the French Commercial Code, the parties declare that information delivered by electronic mail shall be deemed authentic between the parties as long as no contradictory, authenticated and signed written document is produced, calling into question this computerized information. Elements such as the time of receipt or transmission, as well as the quality of the data received, will be deemed authentic by priority as they appear on NOCTA’s information systems, or as authenticated by NOCTA’s computerized procedures, unless the Customer provides written proof to the contrary.

Under no circumstances may the Contract be transferred by either Party without the prior written consent of the other Party. On the other hand, in the event of a merger by incorporation of a new company, a takeover, a demerger or any change of control affecting the NOCTA Agency, the Contract shall continue without the need for the NOCTA Agency to inform the Customer of any such change. The Customer hereby declares that it accepts any change in the person of the NOCTA Agency and recognizes any successor of the latter as its co-contractor.

The Customer expressly authorizes Agence NOCTA to use subcontractors in order to perform the Services, and in this context to be provided with all necessary information and/or elements.

• The Customer is hereby informed that these General Terms and Conditions may be amended at any time. Agence NOCTA will notify the Customer of any amendments to these General Terms and Conditions at least fifteen (15) days before they come into force. If the Customer refuses to accept these modifications, he may either terminate the Service within a maximum period of four (4) months from the date of notification, or request that the previous General Terms and Conditions remain applicable until the expiry of his Contract.
• The NOCTA Agency reserves the right to modify, at any time, the characteristics of the Services, without said modifications resulting in substantial changes. The NOCTA Agency will notify Customers of such modifications fifteen (15) days before they come into effect.
• The provisions of these GCPS, the CP and the Order Form and/or the Quotation express the entire agreement between the Parties. They shall prevail over any proposal, commercial offer, exchange of letters prior or subsequent to the conclusion of the present, as well as over any other provision appearing in the documents exchanged between the Parties and relating to the subject matter of the GSTP, except in the event of an amendment duly signed by the representatives of both Parties.
• In the event that one or more provisions of the GCPS and/or the CP are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations shall retain all their force and scope.
• The fact that one or other of the parties has not demanded, temporarily or definitively, the application of a provision of the present CGPS and/or the CP cannot be considered as a renunciation of the rights held by this party.
• The headings of the articles of the GCPS and/or the CP are for ease of reference only and do not in themselves have any contractual value or particular meaning.

• In the event of any difficulty in the interpretation and/or application of these GCPS, the Parties agree to seek amicable settlement before taking any legal action.
• The present contract is governed by French law. In the event of any dispute arising in connection with these GCPS and/or the CP, their interpretation and their consequences, or with the acts supplementing or modifying them, express and exclusive jurisdiction is granted to the competent Courts of the jurisdiction of Grasse, notwithstanding multiple defendants, third-party appeals, summary proceedings and expert opinions.

« Troubleshooting & Remote troubleshooting » Special Conditions
Object	The Customer entrusts Agence NOCTA, exclusively and under the terms and conditions of the applicable CGPS and CP, with the task of carrying out computer troubleshooting.
Remote troubleshooting	Remote repairs are billed according to the price list available in the catalog on the website https://agence-nocta.fr.
Support contact	Website : https://agence-nocta.fr/contact Phone : +33497088454 Email: contact @ agence-nocta.fr
Emergency assistance	The rate available in the catalog presented on the https://agence-nocta.fr website for an assistance service is doubled in the event of an emergency intervention. An emergency intervention will be when it is carried out within one hour of notification of the breakdown by the Customer.
Appointment cancellation	Appointment cancellations are free of charge if made at least 24 hours in advance. Cancellations received after this time will be billed in full at the agreed rate.
« Consulting & Training » Special Conditions
Object	In view of the high degree of initiative required by the mission entrusted to it, the NOCTA Agency undertakes to use all its know-how to ensure its successful execution.
Appointment cancellation	Appointment cancellations are free of charge if made at least 24 hours in advance. Cancellations received after this time will be billed in full at the agreed rate.
Obligation of means	Agence NOCTA cannot be held responsible for the economic failure of the project.
Mission location	The assignment may be carried out on the customer’s premises or those of NOCTA, as agreed. Consulting assignments may be carried out in the absence of the customer.
Privacy	All transmitted know-how and supporting documents remain confidential. They may only be used by the customer, and their distribution is strictly forbidden.
« Website » Special Conditions
Object	The Customer entrusts Agence NOCTA, on an exclusive basis and in accordance with the terms and conditions of the applicable CGPS and CP, with the task of designing and producing a website accessible on the Internet.
Procedure	During the production phase of the website, NOCTA presents the Customer with an initial mock-up of the website. All subsequent modifications will be invoiced to the Customer at the current price.
Delivery	Delivery means the handing over to the Customer of the elements constituting the object of the planned Service(s) in accordance with the terms of the Purchase Order and/or the Quotation and in accordance with the procedure described below: Delivery: the purpose of delivery is to check the conformity of the Website designed by NOCTA according to the specifications set out in the Purchase Order, and to check for any Defects. delivery will be carried out at NOCTA’s premises by the Customer with the assistance of NOCTA, who will sign a Delivery Note. Delivery will be made to NOCTA’s premises by the Customer with the assistance of NOCTA, who will sign a Delivery Note. In the event of anomalies, the parties will jointly draw up an acceptance report mentioning the remarks and anomalies noted by the Customer on the Website. Agence NOCTA undertakes to correct them within a maximum of thirty (30) working days. The Customer will then proceed to a new conformity check within five (5) working days after the correction of these Anomalies by the NOCTA Agency. The Delivery will be accepted (signature of the Delivery Note) as soon as no Anomaly has been noted by the Customer. Upon signature of the aforementioned Delivery Note and on condition that full payment of the price due has been made, NOCTA will provide the Customer with a storage medium (CD and/or DVD) on which the entire source code of the Website will be recorded. Once this procedure has been completed, only the Customer is responsible for the correct operation of the Website.
Warranty	A guarantee on the correct operation of web developments is provided for 15 days following delivery. After this period, modifications will be invoiced at the current rate.
System and component updates	The updating of the system and its components is provided as an optional service at the price indicated in the price list available in the catalog presented on the website https://agence-nocta.fr.
Search engine optimization	Website positioning on search engines is not guaranteed. An additional service is dedicated to SEO.
User support	Technical support by e-mail, with a maximum response time of 48 hours, to answer your specific questions about the operation of your website and its development, while ensuring the availability of the entire hosting infrastructure. However, technical support does not include modifying your website (with or without web development), restoring it at a later time, updating the system or its components, or providing any training. Any intervention on our part will be invoiced at the current rate, in accordance with the price list available in the catalog presented on the website https://agence-nocta.fr.
Intellectual rights & commercial reuse of web developments	NOCTA remains responsible for its know-how and technology and may reuse them. After full payment of the price stipulated in the Order Form and/or the Quotation, NOCTA grants the Customer, on an exclusive basis, worldwide and for the duration mentioned below, the right to use, including all copyrights of a proprietary nature, in particular the right to reproduce, represent, adapt, correct, translate, distribute and market the entire website created by NOCTA on behalf of the Customer and stipulated in the Order Form and/or the Quotation.
« Web Hosting » Special Conditions
Object	The Customer entrusts Agence NOCTA, on an exclusive basis and under the terms and conditions of the applicable CGPS and CP, with the online hosting of its website.
Domain name ownership	The domain name is registered in the Customer’s name. In case of necessity (lack of information, time constraint, advance payment by the NOCTA Agency…), the NOCTA Agency reserves the right to register it in its name.
Service renewal	30 days before the expiry of the Services, a letter and/or e-mail is sent to the Customer, specifying the expiry date on which the Customer’s website will be suspended without renewal. Once the expiry date has passed, the Customer has 30 days in which to request the reactivation of the Services, subject to the payment of an additional fee, the price of which is set out in the price list available in the catalog published on the website https://agence-nocta.fr. Non-renewal or transfer of the domain will result in the immediate automatic deletion of all e-mail accounts and messages, with no possibility of retrieving them. The expiry date of the domain name chosen by the NOCTA Agency teams corresponds to the expiry date of the main domain of the site indicated by the registrar, the domain name manager.
Service changes	A change of service type requires feasibility approval from the technical department.
Update contact details	The Customer undertakes to keep all his contact details up to date with Agence NOCTA throughout the duration of the contractual relationship.
Subcontracting	The Customer is expressly informed that these hosting services are generally subcontracted to third-party companies.
Code of ethics	The content of websites must not be illicit or offend against morality and decency.
Type of hosting	The Order Form and/or Quotation must explicitly state the type of hosting ordered: shared or dedicated hosting.
Transfer procedure	Request by registered letter with acknowledgement of receipt (at least 15 days before renewal expires). Unlocking and supply of the domain name transfer code. Mailing of all website files and SQL database on CD/DVD once all sums due have been paid.
Login and access provided	No access to the hosting management panel, FTP file server or SQL database is provided.
Platform unavailability	No financial compensation may be demanded in the event of unavailability of web hosting.
Procedure in the event of a security breach	A site infected by a malware or with an exploited security flaw is shut down immediately. This is because it poses a threat to the infrastructure. Any operations carried out by our services following this situation will be invoiced.
« Google Adwords » Special Conditions
Object	The Customer entrusts the NOCTA Agency, on an exclusive basis and in accordance with the terms and conditions of the applicable CGPS and CP, with the task of designing and implementing a promotional campaign on the “Google” search engine using the “Google AdWords” tool.
Login and access provided	Access to the campaign management interface is reserved exclusively for Agence NOCTA.
Obligation of means	No guarantee on the number of viewers or commercial conversions generated by advertising.
« Email campaigns » Special Conditions
Object	The Customer entrusts Agence NOCTA, on an exclusive basis and in accordance with the terms and conditions of the applicable GCPS and CP, with the task of designing and sending a mass electronic message via the Internet for the purpose of promoting its products and/or services.
Obligation of means	No guarantee on the number of valid addresses, on the rate of opening or commercial transformation generated by the mailing.
Compliance with anti-spam legislation	The Customer undertakes to provide Agence NOCTA only with an email database that has been compiled in compliance with all French and European legislation on personal data.
« Search Engine Optimization » Special Conditions
Object	The Customer entrusts Agence NOCTA, on an exclusive basis and under the terms and conditions of the applicable CGPS and CP, with the task of improving and optimizing the referencing of the Customer’s website on the various search engines.
Obligation of means	No guarantee of final search engine positioning.
« Community Management » Special Conditions
Object	The Customer entrusts the NOCTA Agency, on an exclusive basis and under the terms and conditions of the applicable CGPS and CP, with the mission of managing its digital identity and animating its community on Internet networks.
Obligation of means	No warranty
« Press relations » Special Conditions
Object	The Customer entrusts the NOCTA Agency, on an exclusive basis and under the terms and conditions of the applicable CGPS and CP, with the task of disseminating a communication to the media.
Obligation of means	There is no guarantee as to the effectiveness of these services, and the NOCTA Agency cannot be held responsible for any negative repercussions resulting from these publications.
« Intranet » Special Conditions
Object	The Customer entrusts Agence NOCTA, on an exclusive basis and under the terms and conditions of the applicable CGPS and CP, with the task of designing and producing professional management tools available via the Internet.
« Website » Special Conditions applicable	All the Special Terms and Conditions applicable to “Website” Services apply to this particular type of Internet site, i.e. Intranets.