Terms of Sales

Between

MDW Consulting,

SASU under the number SIRET 850 736 950 00013,

Represented by Mrs. Maïmouna DIOP.

The company can be reached by email via the site contact form.

Hereinafter “the Provider”.

Firstly,

And the natural or legal person purchasing the company’s products or services,

Hereinafter, “the Client”

On the other hand,

The following has been stated and agreed:

Preamble

The Company offers development, marketing and communications services and bespoke , coaching programmes for brands and company directors.

1 – General provisions

The purpose of these general conditions of sale is to define the rights and obligations of the parties when selling products made by the Service Provider for its Customers in the context of its advisory and consulting activity. The Provider reserves the right to modify its general conditions of sale, its formulas and its prices at any time and without notice. These changes will have no impact on previous orders. If the Client is an individual, he/she recognizes that he/she is of full age in accordance with the laws of the country where he resides. The Customer requiring the services of MDW Consulting acknowledges having read and accepted without reservation the following general conditions of sale. To do this, the Customer will affix his signature preceded by the handwritten mention “read and approved” at the bottom of this document when ordering. Any contractual modification is only valid after a written and signed agreement of the parties.

2 – Customer responsibility

The Customer undertakes to provide fair and sincere information and to notify the Service Provider of any change concerning the data provided and will be solely responsible for any malfunctions which could result from incorrect information. The Customer must maintain a valid email address and postal address, as well as correct and current information related to the project.

3 – Commitment of the parties

In general, the Customer and the Service Provider undertake to collaborate actively in order to ensure the proper performance of the contract. Everyone agrees to communicate any difficulties they become aware of as the project progresses, to allow the other party to take the necessary measures.

a / The Client

To allow the Service Provider to carry out its mission, the Customer agrees to:

– Establish a detailed specification which will no longer be modified, unless the parties have agreed, after being approved by the service provider. In the event that modifications imply a substantial modification of the initial specifications and subsequent required services, the latter will be charged an extra fee in addition to the initial estimate.

– Provide the Service Provider with the order / quote (dated, signed and stamped)

– Provide all the documents, graphic and textual elements necessary for the proper performance of the contract, (in particular in the correct formats usable depending on the media targeted) the client agrees to provide all the legal information to be added in the documents and endorses the responsibility for providing the content of the documents it publishes.

– Have the necessary rights on the elements provided above. Only the responsibility of the client contact may be engaged in this respect.

– Actively collaborate in the success of the project by providing the Provider within the requested timeframe all the information and documents necessary for the proper understanding of needs and the proper execution of services.

– Strictly comply with the technical and creative recommendations made by the Service Provider.

– Guarantee the Service Provider against any action which may be brought against her due to the nature of the data or information (texts, images, sounds) which may have been supplied or chosen by the Customer.

– Pay the amounts due to the Service Provider within the specified deadlines.

– Inform the Provider of any possible competition with other providers.

b / The Provider

– If necessary, the Service Provider may intervene in the development of the specifications, jointly with the Customer.

– The Service Provider guarantees that the creations are legally available and are not encumbered with the rights of third parties, whether or not they are employees of the service provider, for the uses provided for under the contract.

– The Service Provider undertakes to inform the Client regularly and effectively of the progress of the completion of the project, and this, in particular, through validations submitted to the Client.

– In respect of confidentiality and for the entire duration of these conditions and even after their termination for any reason whatsoever, the Service Provider undertakes to keep all information and documents of any kind relating to the Client strictly confidential, to which he could have had access in the context in particular of the execution of this assignment.

4 – Additional costs

The various elements that may be necessary for the performance of the Provider’s services and that do not fall under its offers are not included in the prices indicated. This involves, for example, the creation of a visual identity, specific creative artworks or costs linked to the organization of an event. The following are to be invoiced in addition: modifications requested by the client during implementation, if they involve a major reworking of the project and strategy. Travels necessary for the successful completion of the contract may also be billed to the Customer.

5 – Order form and start of work

The estimate and the CGV (general conditions of sale) signed by the Customer are exclusively valid for acceptance of the latter and act as a purchase order. This must be accompanied by a deposit of 30% of the total price of the services to be provided. The work will start when all the documents (quote and CGV signed, 30% deposit paid), briefing documents, graphic and textual elements necessary for the successful completion of the contract, have been sent to the Service Provider.

6 – Validations

6-1 – After the phase (s) of creation of the project, the Customer undertakes to transmit to the Service Provider his validations in a clear and explicit manner by sending an email or dated mail and sign.

6-2 – In the absence of validation or a request for modification by the client on the work carried out, these will be considered as validated by both parties. The work carried out, delivered and tacitly validated, implies that the sums corresponding to this work are due.

7 – Invoicing and payment

Unless an additional payment period is clearly granted, payment of the invoice is due on the delivery date or a maximum of 30 days after its issue. Payment is made by bank transfer. In case of delay, penalties will be due without a reminder being required in accordance with the law. These penalties amount to 20% of the total amount of the invoice per day of delay. In the event of non-payment, the customer will bear all collection costs.

8 – Down payment and order cancellation

In the event of breach of the contract before its end by the Customer, the latter formally undertakes to regularize and remunerate the amounts relating to the current calendar, the posts made or in progress, as well as to the additional services performed. The files and source data created and used by the Service Provider cannot therefore be claimed by the Customer without a financial contribution. The documents, and more broadly, all the services and works, remain the property of the Service Provider, as well as the rejected projects. The deposit already paid will remain acquired by the Service Provider, constituting compensation for the work undertaken.

9 – Incapacity for work

In the event of incapacity for work, due to illness or accident, the Service Provider reserves the right to modify the current calendar without it being possible for the Client to be required to pay compensation. It is accepted that the Service Provider must notify the Customer on the first working day of his incapacity.

10 – Force majeure

The parties cannot be considered as responsible or having failed in their contractual obligations, when the failure to perform the respective obligations is due to force majeure; the contract between the parties is suspended until the causes of force majeure have expired. Force majeure takes into account irresistible facts or circumstances, external to the parties, unpredictable and beyond the control of the parties, despite all reasonable efforts to prevent them. Are also considered as force majeure, the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, stopping of telecommunications networks, and in particular all networks accessible by Internet, or difficulties specific to telecommunications networks external to the parties. The party affected by force majeure will notify the other within five (5) working days of the date on which it becomes aware of it. The two parties will then agree on the conditions under which the execution of the contract will be continued.

11 – Settlement of disputes

The contract is subject to French law. Any dispute or litigation relating to the interpretation or execution of this contract will be brought, failing an amicable agreement between the parties, before the competent courts of Paris, to which they expressly attribute jurisdiction.

12 – Ownership of the work carried out

The entire production and related rights, subject of the order, remain the full and exclusive property of the Provider as long as the invoices issued are not paid in full by the Customer, up to the total amount of the order and any amendments made during the service. As a corollary, the Customer will become the de facto owner of the productions from the final settlement and clearing all the invoices issued by the Service Provider as part of the order. Only the finished product will be sent to the Customer. In the absence of such an indication and if the Client wishes to have the sources of the documents, an amendment to this document must be requested.

13 – Right of publicity

The Service Provider reserves the right to mention the achievements made for the Customer on its external communication and advertising documents (website, portfolio, etc.) and during canvassing for commercial prospecting.

14 – Protection of personal data

In accordance with the Data Protection Act of 6 January 1978, the Customer has the rights of access, modification, opposition and rectification on personal data concerning him. All they need to do is contact the Service Provider.

By adhering to these general conditions of sale, the Client consents to the Provider collecting and using this data for the completion of the contract and project monitoring. The information collected on this form is saved in a strictly confidential computer file.