General Terms and Conditions of Sale
OLYN ONE (hereinafter referred to as “OLYN ONE”) is an entity of the OLYN Group, a digital marketing agency agency offering advertisers services combining marketing, media, data, influence and brand content.
The purpose of these General Terms and Conditions of Sale (hereinafter “GTCS”) is to define the conditions under which conditions under which OLYN ONE provides its customers with services, in particular digital digital marketing.
The customer declares that he/she has read and accepted these terms and conditions before requesting a quote, order or commencement of service.
OLYN ONE offers a wide range of Services (hereinafter referred to as the “Service(s)”) and creates different marketing campaigns on behalf of Advertiser Clients.
1. Service description
OLYN ONE offers digital marketing services including consulting, strategic support and operational execution in digital marketing:
- Influence and social media
- Programmatic media, SEA, SEO
- Content creation
- Data acquisition, CRM and traffic
- Special operations and events
- Other customized services defined by mutual agreement
Services are specified in an estimate or commercial proposal accepted by the Customer.
2. Controls
All orders are subject to a personalized quote specifying the nature the nature, scope, price and lead times of the services to be provided. The order is considered as firm and definitive upon signature of the quotation or written validation (by post or email) by the customer. This acceptance constitutes the conclusion of the contract and implies full and unreserved acceptance to these terms and conditions.
The sending of a quotation to the customer (in the form of a purchase order or contract) does not bind OLYN ONE only after validation by its management. The order form summarizes the services agreed services, the main terms and conditions and the budget for the Service; the terminology used may be can always be specified by OLYN ONE upon consultation of the glossary or simple request. Sending of an order form by the customer implies the latter's unreserved acceptance of the CGV and CPV. OLYN ONE reminds you that its GTC are always available on request and can be freely consulted 24/24 on its website; the GCS are attached to the order and/or mandate and are therefore always to the customer at all times. OLYN ONE reserves the right to modify its General Terms and Conditions, provided that it to inform the Advertiser by any means, and the Advertiser undertakes to consult the available The Advertiser undertakes to regularly consult the GTC available on the Internet prior to any order.
In the case of media plans (media buying) and paid referencing (sponsored links), OLYN ONE acts as an intermediary on behalf of the Advertiser, and is therefore subject to a signed signed in principle for each calendar year. In entrusting a Service, the Advertiser accepts the constraints inherent in the many aspects and capacities of the complex and evolving medium that is the Internet.
The Customer acknowledges that OLYN ONE is bound only by an obligation of means (unless otherwise explicitly specified on the order form in terms of an obligation of result) and declares that :
1/ have the company's full capacity to commit, and
2/ have full competence and understanding of the terminology and tools used and, more generally of the content of the Service entrusted to OLYN ONE at the time of the order and subsequent subsequent exchanges.
The Service is subject to these General Terms and Conditions of Sale (hereinafter referred to as “GTS”) and to the Special Terms and Conditions of Sale (hereinafter referred to as “SPC”) agreed at the time of order. Particular Conditions of Sale (hereinafter: “PCS”) agreed at the time of the order; the PCS and PCS prevail over any other purchasing condition of the Customer. In the case of a media plan (purchase of space) and/or pay-per-click referencing (sponsored links), the Service is also subject to the media media.
3. Probative value of electronic electronic notifications
All data, information, files and any other digital element exchanged exchanged with the Customer, as well as any expression of will, including by electronic means relating to the Service shall constitute admissible, valid and enforceable evidence with the and have the probative force of a private deed. The Advertiser undertakes not to contest the admissibility the admissibility, validity, enforceability or probative value of the aforementioned elements in electronic on the basis of their electronic nature. In the absence of proof to the contrary, these be valid and opposable between the parties in the same way, under the same conditions same conditions and with the same probative force as any document drawn up, received or kept in writing. in writing.
All notifications must be sent by electronic mail to the e-mail addresses indicated by each party. It is therefore the responsibility of the customer to ensure at all times that that the postal or electronic address details and account information provided to OLYN ONE on the order form account are up to date and accurate throughout the duration of the Service. Service.
To this end, the Advertiser undertakes to notify OLYN ONE, without delay, in writing, of any modification of these elements. It is however specified that any notification of grievances by the Customer relating to the invoicing must, in order to be admissible, be sent by registered letter with acknowledgement of receipt to the OLYN ONE's head office.
4. Values, parameters, deadlines, durations, objectives, etc.
The values, parameters, deadlines, durations, objectives (performance or other) etc. of the Service are generally indicated on the purchase orders. Given the unpredictability of all the complex parameters of a Service Given the unpredictability of all the complex parameters of a Service, these are always, by their very nature, indicative data, data that OLYN ONE strives to respect as part of its obligations. obligations. Non-compliance with them shall not give rise to cancellation of orders, nor to for delay or failure to deliver, nor to discounts or rebates, nor to compensation for direct or indirect or indirect, unforeseen or exceptional damages claimed by the Customer. The budget dedicated to the Service may be used beyond the duration initially planned and up to its balance.
5. Exclusive value of OLYN data and statistical tools ONE
The Advertiser unreservedly agrees that the data and/or statistical and/or performance measurement tools used by OLYN ONE (including reach, impressions, video views, clicks, leads, or any other agreed-upon unit of measurement) are irrevocably accepted by the Advertiser as the sole authoritative, official, and final reference; they shall prevail over any other data or tools from the Client or third parties.
The data and statistics issued or provided by OLYN ONE alone shall validly constitute the contractual data. Reports, summaries, statements, tables, texts, messages, etc., relating to the execution of the Service are deemed to be regularly delivered by OLYN ONE to the Client, either directly or via electronic access to the tools; the Advertiser agrees to review them regularly; such data may take any possible form.
In the absence of an explicit and detailed objection from the Client received within 7 days following their notification, their content shall be considered final and enforceable by OLYN ONE against the Client, and the Service shall be deemed accepted and executed in accordance with the order.
6. Cancellation or Modification of Order or Mandate
The order or mandate may only be canceled or modified by the Advertiser with the express consent of OLYN ONE and after the parties have agreed on the terms of compensation to OLYN ONE for any resulting damage.
Neither party shall be held liable for the partial or total non-performance of its contractual obligations if a force majeure event occurs, as defined by applicable law, including but not limited to natural disasters, strikes, epidemics, government restrictions, etc.
7. Services Contrary to Accepted Practices
OLYN ONE reserves the right at any time, if it deems that the Service may contravene accepted practices, public decency, applicable ethical rules, or the internal principles in effect at OLYN ONE, or if it is simply likely to incur liability:
1/ to request that the Client modify the requested Service, a request to which the Advertiser agrees to respond promptly,
2/ to refuse, cancel, or suspend any order, mandate, Service, etc., without prior notice,
3/ to terminate the ongoing Service and/or mandate at any time.
Decisions made by OLYN ONE on these grounds shall not give rise to any compensation of any kind in favor of the Client. A full or partial refund of the Service may be considered if the issue arises solely from OLYN ONE’s internal principles; in such a case, the refund shall never exceed the amounts already paid to OLYN ONE, and the Advertiser shall not be entitled to any other form of compensation whatsoever.
8. Warranties
The Advertiser irrevocably and permanently warrants OLYN ONE, ensuring that it shall under no circumstances be held liable or exposed to any legal claims:
1/ that the Advertiser holds, and will continue to hold, all intellectual property rights to the data (texts, audio, images, etc.) provided for the execution of the Service, without risk of infringement, and more generally, that the Advertiser is solely responsible for possessing or obtaining all necessary rights and authorizations for the Service. OLYN ONE shall in no case be held liable for any alleged violations, infringements, or misuse of data or rights supplied by the Advertiser in connection with the Service,
2/ that the Advertiser has settled or will settle all payments due, particularly in relation to the reproduction, communication, and public availability of the content as part of the Service, and has entered into all necessary agreements and obtained (or will obtain) all required authorizations from any individuals who may hold rights (such as rights holders, including collective management organizations), and from any individuals whose name, image, voice, biography, or assets (tangible or intangible) appear in the context of the Service,
3/ that the direct or indirect content of the data published on the Internet within the scope of the Service does not violate any applicable laws or regulations (including those related to advertising, competition, sales promotion, intellectual property, the use of the French language, personality rights, or personal data collection...), nor infringe on any third-party rights (particularly intellectual property rights related to works or software), nor, more generally, breach applicable industry practices or rules, including the guidelines of the International Chamber of Commerce. The content must also not include defamatory or harmful messages toward any third party, without limitation,
4/ that the data provided to OLYN ONE for the execution of the Service does not link via "hyperlinks" to websites whose content may violate current laws or regulations, or present false, misleading, or deceptive information, or contain defamatory, infringing, or otherwise unlawful materials likely to harm OLYN ONE or any third party. The Advertiser commits to ensuring that no click performed as part of the Service causes damage to a user's computer, results in the unintended download of software, alters user settings, generates unsolicited advertisements (such as sequential ads, pop-ups, or pop-unders), or otherwise causes harm to any party or exposes OLYN ONE to liability. The Advertiser agrees not to engage in or encourage others to engage in spamming, fraudulent activities, or malicious conduct, including click fraud (as defined by applicable laws and jurisprudence),
5/ that the materials submitted to OLYN ONE for the execution of the Service are compatible with all browsers and types of internet connections available on the market as of the date the order form and/or mandate is signed. The Advertiser agrees to immediately notify OLYN ONE of any claims made by a third party in connection with the performance of the Service so that OLYN ONE may, if necessary, suspend or terminate the Service, without such suspension or termination giving rise to any compensation for the Client.
In any case, the Advertiser agrees:
1/ to hold harmless and indemnify OLYN ONE, as well as its officers, employees, subcontractors, and partners, from any claims or legal actions by third parties;
2/ to indemnify OLYN ONE for any consequences resulting from any legal action initiated by any individual or legal entity claiming to be harmed in any way by the dissemination of the data provided by the Advertiser to OLYN ONE for the performance of the Service.
The Client’s warranty covers all damages, fines, and/or civil, administrative, or criminal penalties to which OLYN ONE, its officers, employees, subcontractors, and partners may be sentenced, and extends to any legal costs, including attorneys’ fees and expenses incurred in their defense. The Advertiser shall also remain liable for the full payment of all amounts due to OLYN ONE for the entire Service.
9. Intellectual Property Rights
The Advertiser is and shall remain the owner of its trademarks, licenses, and, more generally, of the rights exploited as part of the Service entrusted to OLYN ONE. The Advertiser irrevocably authorizes OLYN ONE, on a non-exclusive basis and worldwide via the Internet, to use, reproduce, display, adapt, and make available to the public all elements, data, rights, etc., including but not limited to trademarks, logos, distinctive signs, and, more generally, works protected by copyright or intellectual property rights, in accordance with the terms and conditions of the Service execution.
The Advertiser does not acquire any ownership or usage rights over the rights, data, know-how, references, distinctive signs, emblems, logos, trademarks, works, texts, screenshots, etc., used by OLYN ONE, which shall remain its exclusive property.
10. Service Pricing and Compensation
Given the wide variety of Services offered, the evolving nature of technologies and markets, the diversity of Client types, and possible requests, the Advertiser acknowledges that no general fixed pricing schedule can be established. The Service pricing is determined at the time of the order and remains applicable for the duration of the Service.
In the case of an order or mandate issued in a foreign currency, exchange rate fluctuations may be reflected in the invoiced price. The Service may be compensated in multiple forms: fees, service sales, administrative or management costs, sales-based percentages, intermediary commissions (in the case of media space purchases), etc.
The Advertiser undertakes to pay the agreed amounts in accordance with the terms defined in the purchase order.
As part of certain Services, OLYN ONE may act as a “paying agent,” as defined by a related paying agent certificate, on behalf of the Client with respect to third parties (i.e., responsible for paying invoices to media outlets and other third parties). In such cases, the Advertiser agrees to pay OLYN ONE, under the conditions specified in the purchase order, the amounts corresponding to the media insertion or external purchase, plus OLYN ONE’s commission. If OLYN ONE is designated as a “non-paying agent,” as defined by a related non-paying agent certificate, the Advertiser agrees to pay OLYN ONE directly the agreed compensation, as per the purchase order, and to pay the media suppliers directly.
In the event of Client default, OLYN ONE shall not be held liable to third parties or media suppliers. Similarly, in the event of any failure by the media suppliers, OLYN ONE shall not be held liable to the Client for any disruption or partial/total interruption of the Service.
Prices are expressed in euros, excluding taxes (VAT not included), unless otherwise stated. The applicable VAT amount is indicated on the quote and the invoice.
Unless otherwise agreed, the payment terms are as follows:
- 30% deposit upon order
- 70% upon delivery or completion of the Service
Invoices are payable within 30 days from the date of issue. No discount shall be granted for early payment. In the event of late payment, late penalties shall apply at the legal rate in force, along with a fixed recovery fee of €40.
11. Payment Terms
OLYN ONE invoices are, by default, payable immediately upon receipt, unless other payment terms are specified in the purchase order or expressly agreed to in writing by OLYN ONE’s Executive Management only.
Payment shall only be considered final upon full and effective receipt of funds
12. Penalty Clause
Any payment delay starting from the first month following the invoice due date shall automatically trigger a fixed penalty of €40, in addition to late payment interest calculated at a rate of 0.03% per day of delay until full payment is made, without prejudice to legal costs (including attorney fees, bailiff fees, and court costs) in the event of legal action, after a simple formal notice to pay has remained unanswered.
If payment has been agreed to in installments, the failure to pay a single installment shall render the entire outstanding balance immediately due and payable.
13. Limitation of OLYN ONE’s Liability
OLYN ONE may only be held liable if the issue arises from a Service for which its fault is direct, specific, and demonstrable, and only after the Advertiser has notified it by registered letter with acknowledgment of receipt. OLYN ONE shall always be granted a reasonable period to remedy the issue.
OLYN ONE’s liability may only be engaged within six (6) months from the date of the event giving rise to the claim and shall in any case be strictly limited to the net amount actually paid to OLYN ONE for the Service concerned.
OLYN ONE shall not be held liable in any way for any failure by the Client, its employees, or partners to fulfill their obligations, nor for delays or non-performance resulting from commercial, legal, technical, or other types of difficulties or impediments, or when OLYN ONE is subject to or affected by third-party services, administrative authorities, or a force majeure event.
OLYN ONE will make reasonable efforts to inform the Advertiser as soon as possible of any event likely to delay or impact the Service.
Likewise, any inaccuracy, error, or defect in the information, data, or materials of any kind provided by the Client — including failure to comply with technical specifications or legal rules, or delays in delivering such elements — shall in no case justify the cancellation of the order and/or mandate, nor entitle the Client to any compensation. Such circumstances release OLYN ONE from all liability regarding the Service.
14. Confidentiality
OLYN ONE provides the Service and related advice to the Client in good faith and within the scope of its contractual obligations. OLYN ONE shall regularly report to the Client on its mission in relation to the Service. The Advertiser agrees to treat as confidential by nature any information disclosed by OLYN ONE in the course of performing the Service.
The terms "confidential information" or "information" refer to any sensitive data or results, whether owned by OLYN ONE or not, shared with the Client, regardless of the medium used for such transmission (written, oral, visual, or electronic).
The Advertiser agrees:
1/ to preserve and handle such information with an appropriate level of protection,
2/ not to disclose it to any third party, whether affiliated or not, except as required for the execution of the Service,
3/ not to enable or facilitate the publication or dissemination of such confidential information, and to use it solely for the performance of the Service,
4/ to ensure that authorized personnel with access to such information maintain its confidentiality and prevent disclosure to unauthorized personnel, and to take all appropriate measures to ensure such personnel comply with non-disclosure obligations,
5/ to return to OLYN ONE all tangible confidential information received and not retain any copies or reproductions.
OLYN ONE undertakes to comply with applicable personal data protection laws, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR). The Client agrees to provide only lawful data that complies with GDPR. The processing of personal data shall be carried out exclusively within the scope of performing the Services.
15. Term
General case: unless otherwise specified in the Special Terms and Conditions (CPV), the Service shall continue until the allocated campaign budget has been fully spent.
Specific case: unless otherwise specified in the CPV, the paid search Service (sponsored links) shall only be renewed upon the signing of a new purchase order (BDC); however, it may only be terminated upon the Client’s express notification by registered letter with acknowledgment of receipt.
In the case of a mandate agreement signed between the Advertiser and OLYN ONE, termination must comply with the terms and conditions set forth in said Contract.
16. Dispute Resolution
The Commercial Court of Paris shall have sole jurisdiction over any dispute arising between OLYN ONE and the Client, including in the event of warranty claims, multiple defendants, or the existence of a contrary jurisdiction clause in the Client’s purchase terms and conditions.