Strategy & Creation
Ambitious by nature
Driven by creativity
Thrilled by innovation

W&CIE GROUP

GENERAL CONDITIONS

1. GENERAL CLAUSE

The services provided by W & Cie (registered on SIREN repertoire under number

n°414 344 770) and its affiliates (Walter, registered on SIREN repertoire under

number n°790 100 200 and Windsor, registered on SIREN repertoire under number

n°808 194 245) hereafter “the Agency” are subject to the present general conditions,

which shall prevail over any of the Client’s conditions except in case of a formal and

explicit exception approved by the Agency.

The work proposal and the estimate established by the Agency constitute particular

conditions that modify or supplement the present general conditions.

2. ESTIMATE/ACCEPTANCE

The estimates are valid for a period of two months starting with their date of

establishment. In the absence of provisions to the contrary, the Client’s signature on

the budget recapitulation is tantamount to acceptance of all of the services.

Client’s instruction to engage totally or partially services quoted in the estimate is

tantamount to acceptance of the services engaged under those instructions.

3. PRICES

In the absence of provisions to the contrary, the budget recapitulations established

by the Agency do not include travel and accommodation expenses outside Paris

and its neighbouring departments (counties), errands, items sent by express and

international telecommunications, and technical expenses.

4. PAYMENT TERMS

The services are to be paid for as follows:

• At the time of project start-up, a downpayment will be charged in an amount of 30%

of the total amount of the estimate, payable upon receipt. If the share of expenses is

substantial, the said downpayment may be increased to 50%. The Agency’s services

shall not begin until the said downpayment is received.

• Midway through the project, a second 30% downpayment will be charged.

• The balance will be covered by an invoice at the time of delivery of the result of the

services.

Except for the first downpayment, the invoices are payable at 30 days after the

invoice date.

Pursuant article L.441.6 of the commercial code, absence of payment on the agreed

due dates shall entail payment to the Agency by right of a late payment penalty,

calculated by application to all of the amounts still due of an interest rate equal to the

interest rate applied by the European Central Bank to its most recent refinancing

operation plus 10 percentage points, plus a penalty of 40 euros. There is no discount

in case of prepayment.

5. INTERRUPTION OF THE AGENCY’S ASSIGNMENT

5.1 In the event of interruption of the Agency’s services at the request of the Client,

the minimum amounts due shall be the charge for the entire current phase(s) at the

time of the notification of the interruption, the expenses incurred by the Agency

plus 20% of the amount of the phase cancelled, as compensations for termination.

5.2 In the event of cancellation, modification or suspension of event type services

by the Client, the latter undertakes to pay all expenses and amounts incurred and

committed by the Agency as of the date of cancellation, as well as:

• 50% of the Agency’s fees, where cancellation occurs more than four (4) weeks

before the date of the event,

• 75% of the Agency’s fees, where cancellation occurs less than four (4) weeks

before the date of the event,

• 100% of the Agency’s fees, where cancellation occurs less than one week before

the date of the event.

6. IP RIGHTS

6.1 Agency’s rights

The intellectual property rights relating to the results of the services performed

by the Agency (hereinafter designated as the Creation) may be transferred for a

usage, a duration, a geographical area and in exchange for an amount indicated in

the proposal and included in the invoices in question. The rights relating to proposals

that are not adopted remain the Agency’s property.

In the absence of a provision to the contrary specified in the particular conditions:

• the operating rights include the rights to reproduction, representation and

adaptation of all or part of the Creation,

• the reproduction right includes the right to reproduce the Creation by any material

fixation processes, known or unknown, present or future, and particularly on the

following supports: packaging, printing, press, brochure, display, documents for

internal communication and/or journalistic information, objects whether

advertising or otherwise, putting into the memory of a computer system, etc.

• the right to representation includes the right to show the Creation to the public by

any processes, known or unknown, present or future, relating to sound and images,

and particularly on the following supports: television distribution in all forms,

including closed-circuit television, cinematographic distribution, showing at public

or other events, telematic distribution, etc.

• the adaptation right includes the right to reproduce or to represent the creation,

after modification or adaptation, addition or deletion or change of any element

whatsoever of the Creation, subject to the Agency’s moral right.

Certain Creations or certain elements of the Creation for which third parties are to be

called on may be the object of more restrictive transfer conditions than the ones

bearing on the elements realised by the Agency. The conditions regarding such

transfers are brought to the Client’s attention.

6.2 Third parties rights

In case of need to use third parties (illustrators, photographers, photo library,

models …) or their assignees (image banks, photo libraries …) for the purposes of the

service, the Agency undertakes to obtain from third parties the assignment of the

exploitation rights and / or the necessary authorisations according to the needs of the

Client. The Agency shall first specify to the Client the scope of the intellectual property

rights to be acquired from third parties in terms of operating methods, duration,

territory and the price at which such rights may be assigned /licensed so that the Client

may take these element into account before approving the Agency’s proposal.

6.3 Ownership Reserve

The rights are transferred only after complete payment of the invoices relating both

to the price of the right transfer and to all of the services provided.

7. DELIVERABLES

Delivery formats of digital files are specified in the estimate of the Agency. Any client

request to obtain a file in a format non initially quoted will be subject to a specific

quotation.

8. GUARANTEES

8.1 Intellectual Property

Pursuant to the provisions of article 1629 of the French Civil Code, the Agency

warrants the Client for use of the rights transferred to it under the following

conditions. The Agency warrants to the Client that, to his best knowledge and belief,

the Creation is original. It guarantees Customer peaceful and exclusive exercise of

the rights assigned.

To this end, the Agency warrants to the Client taking all necessary measures as

regards the rights of its employees or any third party to whom it would have employed

for the realization of the Creation or whose existing work have been integrated in

Creation (excluding pre-existing work provided by the Client). The Agency bear and

ensure the Client of all charges, condemnations and expenses arising from a breach

of this warranty.

In addition, the Agency is bound by an obligation of means and advice, and as such will

attract the attention of the Client on the existence of every element of the Creation

that could give rise to claims from third parties and could not be reasonably ignored,

as a professional.

For the duration of contract performance, the Agency undertakes to inform the

Client about any risks that come to its attention that may affect unrestricted use of

the creations produced. In this case, the Agency should take steps to significantly

modify its creation, at no additional expense.

After the performance of the contract, the liability of the Agency shall be engaged

in the event of material breach of this obligation of means and advice.

The Clients warrants that it owns all the necessary right on the elements provided to

the Agency for the performance of the services or to be incorporated, with or without

modification in the Creation.

8.2 Structures

The Agency shall assume the professional liability defined by law and by the rules in

effect, and particularly the ones set forth in articles 1792 ff of the Civil Code, only to

the extent of its personal faults. The Agency may not be held liable, either jointly and

severally or in solidum, for the faults committed by other parties intervening in

connection with the services that are the object of the present document.

9. AVAILABILITY SEARCHES

Availability searches on registered distinctive signs are not included in the services.

When, during the performance of the services, such searches appears necessary

according to the agency opinion or at the request of the Client, they are subject to a

specific quote, taking into account relevant products and services and territories.

10. EXECUTION WORK

The graphic execution services are subject to the Professional practices and General

conditions established by the French Federation of Printing and Graphic

Communication (Fédération de l’imprimerie et de la Communication graphique),

which may be communicated to the Client at its request.

Pursuant to these practices, the Client is charged separately for authors’ corrections.

Signature of the printing order releases the Agency from any liability for the work

performed after the said signature. The deficiencies that might be noted in part of

the work may not constitute a reason for total rejection.

11. INFORMATION AND CONFIDENTIALITY

The Agency undertakes to maintain confidentiality concerning the information

supplied by the Client. The Client undertakes to provide the Agency in good time with

all information and validations necessary for the performance of the services.

The studies, drawings, designs, prototypes and documents concerning the proposals

that are delivered or sent by the Agency to the Client may not be communicated to

third parties without the Agency’s advance and explicit authorisation.

12. REFERENCE

In the absence of a preliminary indication to the contrary by the Client before the end

of the services, the Agency retains the right to refer to the creations realised and

disclosed as references, in particular but not exclusively on its website.

13. DISPUTE SETTLEMENT – ASSIGNMENT OF JURISDICTION

Any dispute relating to the Agency’s services to which no friendly solution can be

found shall be submitted to the competent court of Nanterre, ruling on the basis of

French law, even in case of third party notice or of the existence of several defendants.

However, the Agency, to the benefit of which the present provision is stipulated,

reserves the right to apply to any other competent court in application of the rules of

ordinary jurisdiction.

14. STAFF

The Client and the Agency will not discharge or engage in any way either directly or

indirectly, the personnel of the other party involved in the execution of services

throughout the duration of this execution and 12 months after completion of the

services.

15. DOCUMENTS

The Agency is not bound to keep the documents belonging to the Client after 5 years.

Any request by the Client for delivery of documents after delivery of deliverables will

give rise to invoicing for unarchiving service on the basis of a preliminary estimate.