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