The term “Client” refers to any legal or natural person who has requested the professional services of Dominique Panetta as a graphic designer. The term “Third Party” refers to any natural or legal person not party to the contract. The term “Graphic Designer” refers to the individual business of Dominique Panetta, operating under the trade name By Your Side Design, with its registered office at 15, rue des Cités Jardins, 54350 Mont-Saint-Martin, registered under SIRET number 893 141 820 00017. The Client and the Graphic Designer are jointly referred to as the “Parties” and individually as a “Party.”
These general terms of sale apply to all graphic design services provided by the Graphic Designer and aim to define the rights and obligations of the Parties in this context.
All services will be subject to a detailed prior quote, specifying rates, service descriptions, and delivery times. Rates may be subject to revision, and the Graphic Designer reserves the right to adjust them after agreement with the Client for ongoing orders.
The Graphic Designer reserves the right to modify these general terms of sale, its packages, and rates at any time. These changes will not affect ongoing orders.
The Client availing the services of the Graphic Designer acknowledges having assessed the artistic and technical capabilities before seeking intervention and unreservedly accepts these general terms of sale, as well as warnings on the nature of copyright according to articles L111-1 to L111-5 of the French Intellectual Property Code.
Any signed quote implies the Client’s full and unconditional acceptance of these general terms of sale, which will be attached to the quote.
The term “Service” includes everything explicitly listed in the “Product/Service Description” field of the quote and detailed in the specifications. Conversely, it does not include anything not explicitly stated in the same field.
To enable the execution of the Service under optimal conditions, the Client undertakes to provide accurate and sincere information and to inform the Graphic Designer of any changes concerning the provided data. The Graphic Designer’s liability cannot be engaged in case of malfunctions resulting from missing or incorrect information. The Client must maintain a valid email and postal address throughout the duration of the Service.
The Client and the Graphic Designer undertake to actively collaborate to ensure the successful execution of the Service. The Parties mutually undertake to communicate all difficulties they become aware of during the course of the Service to enable the other Party to take necessary measures.
To allow the Graphic Designer to fulfil the mission, the Client undertakes to:
• Inform the Graphic Designer of any potential competition with other graphic designers.
The Graphic Designer undertakes to:
Technical expenses and various elements that may be necessary for the execution of the Service and not mentioned in the quote or specifications are excluded from the invoiced amount. Examples include typographic fonts, photographs, or illustrations from image banks, color proofs, engraving or printing fees.
In the event that modifications, additions, or deletions of data requested by the Client during the Service – indicating an omission or error on their part – require a substantial reworking of the initial specifications and thus involve additional work by the Graphic Designer, these will be billed in addition to the initial quote. The corresponding additional amount will be due in the same way as the initial amount for the Service.
Subject to the prior agreement of the Graphic Designer, work required by the Client on a Saturday, Sunday, public holiday, or at night (between 8 p.m. and 9 a.m. the next day) will be subject to an additional emergency fee of approximately 50% of the daily rate. This surcharge will also apply if the Client requests the processing of the order as a priority over other ongoing orders by the Graphic Designer.
The quote signed by the Client and these general terms of sale exclusively constitute acceptance of the latter and serve as an order form.
Quotes issued by the Graphic Designer are valid on the date of issuance for a period of 2 (two) months and are subject to revision, especially in the event of changes to the specifications. Unless otherwise specified on the quote, it must be accompanied by payment of 30% of the total price of the Service to be provided.
Work may commence when the following conditions are cumulatively met: (i) the quote is signed, (ii) the 30% deposit of the total amount of the Service is paid, and (iii) the graphic and textual documentary elements necessary for the successful execution of the Service are available to the Graphic Designer.
The Service completion time is defined in the specifications attached to the signed quote. Failing that, the maximum completion time for the Service requested by the Client acting as a consumer and validated by the Graphic Designer is set at 6 (six) months.
After the project creation phase and the definition of specifications, the Client undertakes to transmit their approvals to the Graphic Designer clearly and explicitly by sending a dated and signed email or letter. It is agreed between the Parties that the consideration of modification requests made through other means, particularly orally, is at the discretion of the Graphic Designer.
It is agreed between the Parties that the Client has a period of 14 (fourteen) calendar days to provide feedback to the Graphic Designer after sending mock-ups. In the absence of approval or modification requests for the mock-ups within this period, they will be considered approved by the Client, and the corresponding invoiced amount will be due.
As various means of visualizing mock-ups before printing exist and do not meet the same standards, the Graphic Designer’s liability cannot be engaged in the event of possible differences between computer visualization and the final result. For example, colors visible on a screen or after printing on a printer are not contractual and may not necessarily be similar to those reproduced on different final media. Indeed, color reproduction cannot be guaranteed identically between computer tools and the manufacturing chain of the Graphic Designer’s partners.
Unless an additional payment period is agreed upon by mutual written agreement between the Parties, payment of the invoice is due on the date of delivery of the Service or a maximum of 30 (thirty) calendar days after the invoice is issued. Payment is made by bank transfer, PayPal, or check payable to Dominique Panetta. In case of late payment, penalties will be due without the need for a reminder in accordance with the law.
Penalties for late payment amount to 5% of the total invoice amount per day of delay. The calculation of penalties begins on the second working day after the last payment date on the invoice. The calculation will end on the day of receipt of payment. In case of non-payment, collection fees will be solely borne by the Client.
In the event of contract termination by the Client before its term, the Client undertakes to regularize and remunerate the amounts related to the current calendar, completed or ongoing items, as well as additional services performed by the Graphic Designer.
All copyright remains the exclusive and full property of the Graphic Designer, except for the data provided by the Client. The files and source data created and used by the Graphic Designer cannot be claimed by the Client without a financial contribution. Mock-ups, and more broadly, all original works remain the property of the Graphic Designer, as well as projects rejected by the Client.
Unless otherwise agreed in writing between the Parties, the Graphic Designer reserves the right to carry out the Service outside the Client’s premises and to choose the location where it will be carried out. The Client undertakes not to impose a physical presence or travel to any location on the Graphic Designer, regardless of the phase or progress of the Service. In the case of work required to be performed in-house, whether occasional or not, the Client undertakes to provide all necessary equipment, supplies, and infrastructure to the Graphic Designer if the execution of the Service requires it.
In the event of incapacity to work due to illness or accident, the Graphic Designer reserves the right to modify the ongoing schedule without the Client being entitled to demand compensation. The Parties agree that the Graphic Designer will notify the Client on the first working day of their incapacity.
The entirety of the production resulting from the Service and the rights related thereto remain the full and exclusive property of the Graphic Designer until the invoices issued are fully paid by the Client. Conversely, the Client will become the de facto owner of the production and the rights transferred upon final payment settling all invoices issued by the Graphic Designer for the Service. Unless otherwise stated on the quote, production files and sources remain the property of the Graphic Designer, and only the finished product will be provided to the Client. The Graphic Designer is not obligated to make the source files available to the Client, but only the result of their work in a form usable by professionals in the relevant sector. In the absence of such mention and if the Client wishes to obtain the source files, an amendment to this document must be requested, and an additional amount will be charged. The work carried out by the Graphic Designer, especially preliminary studies, remains confidential and cannot be transmitted by the Client to a Third Party without prior agreement.
In accordance with articles L121-1 to L121-9 of the French Intellectual Property Code, it is recalled that the moral rights of a creation (including, among other things, the right to respect for the work and the right to respect for the name) remain attached to its author perpetually and imprescriptibly. In fact, only the economic rights related to the Service will be transferred to the Client, within the possible limits specified in the quote (limit of medium, territory, or duration).
In accordance with article L122-4 of the French Intellectual Property Code, any representation or reproduction, in whole or in part, made without the consent of the Graphic Designer or their rights holders is unlawful and punished according to laws related to the offense of counterfeiting. The same applies to translation, adaptation, or transformation, arrangement, or reproduction by any art or process whatsoever.
Reproduction and broadcast rights are calculated based on the dissemination of the creation. They can be assigned as a lump sum or partially, with each different adaptation of the original work subject to a new transfer of copyright. For each new edition, the amount of the rights must be updated. Rights are granted within the temporal and geographical scope of this contract and may not exceed this limit.
To allow the Client to freely exploit the product resulting from the Service in the context of their activity, all economic rights related to the creation of the Graphic Designer will be entirely and exclusively assigned to the Client upon the effective payment of all due fees, for dissemination on the specific media addressed in the quote.
Unless explicitly stated otherwise by the Client, the Graphic Designer reserves the right to include in the creation a commercial notice clearly indicating their contribution, such as the formula ‘Designed by Dom @ By Your Side Design’ accompanied, when possible, by a hyperlink pointing to their business website (www.by-your-side-design.com). The Client undertakes not to oppose this and never to delete this information.
The Graphic Designer reserves the right to publicly mention the work done for the Client, to present it as a reference in the context of their commercial prospecting, external communication, and advertising efforts, and the Client undertakes never to oppose this.
The Parties cannot be considered responsible or having failed to fulfil their contractual obligations when the failure to perform their respective obligations originates from force majeure. The contract between the Parties is suspended until the extinction of the causes that led to force majeure.
Force majeure takes into account irresistible, external, unpredictable, and independent facts or circumstances beyond the Parties’ control, despite all reasonably possible efforts to prevent them. The blockade of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the interruption of telecommunications networks, and notably all networks accessible via the Internet, or difficulties specific to telecommunications networks outside the Parties are also considered as force majeure.
The Party affected by force majeure will notify the other within 5 (five) working days following the date on which they became aware of it. The Parties will then agree on the conditions under which the execution of the Service will continue.
These general terms of sale are governed by French law.
Any dispute or litigation concerning the interpretation or execution of these general terms of sale will be brought, in the absence of an amicable agreement between the Parties, before the competent courts of Metz, to whom they expressly grant jurisdiction.”