ARTICLE I - Scope
These General Terms and Conditions (hereinafter "GTC") apply to all services concluded by Synchro Live Score represented in the person of Mr. David Mellot with its customers, whatever the clauses that may be included on Customer records, including its Terms of Sale. These Terms are systematically communicated to any customer who requests it to allow him to order.
ARTICLE 2 - Orders
Sales of services are considered perfect after, establishment of a quote expressly agreed in writing by the Customer (which becomes the customer's order form ) and the payment of the installment due if applicable (cf. s. 2.3 below).
2-2. Change order
Any changes in orders requested by the Customer will be taken into account only to the extent that they are notified in writing, 30 (thirty) days before the date set for the delivery of ordered services, and after signature by the Customer a new order form and possible adjustment of the price.
2-3. Instalments and Penalties
Deposit required for the provision of command. The order will be confirmed upon receipt of payment of the deposit. In case of cancellation of the order by the Customer after its acceptance by Synchro Live Score, for any reason other than force majeure, the deposit paid to the order, as defined in Article 4-1, "Timing Regulation 'hereof, shall automatically acquired right and shall not give rise to any refund.
2-4. Booking and optioning
According to the parties' agreement, the Customer has the right to request an "option". At risk of nullity, the exercise of the option by the Client will necessarily intervene in that period. During the period of 30 (thirty) days aforementioned. Failing to do so, Synchro Live score can satisfy the booking firm offer without it giving right to any compensation for the Client whose option became null and void.
ARTICLE 3 - Rates
3-1. The services are provided at the rates prevailing on the date of placing the order, according to the quote previously established by Synchro Live Score and accepted by the Client as specified in Article 2 "Orders" above. The prices are net. An invoice is established by Synchro Live Score and given to the Customer when each provision of services.
3-2. The rates are for the benefit in itself, all travel expenses, transportation, material transportation, housing and food remain to the customer for the duration of the benefit. If for any reason the customer does not take these costs bear, Synchro Live Score reserves the right to charge the customer all costs it should have to bear.
ARTICLE 4 - Payment terms
4-1. Payment terms
The price is payable in full on or before the day of delivery of the ordered services under the conditions defined in Article 5 "Modalities of provision of services" below and as shown on the invoice given to Customer.
4.1.1 - In case of a deposit with order
A deposit of 30% (thirty percent) of the total price of the ordered services may be required when placing the order under the conditions of Article 2-3 "Prepayments and Penalties" of these two. The balance of the price will be payable in full, on or before the date of providing such benefits, under the conditions defined in Article 5 "Modalities of provision of services" below.
4.1.2 - Exclusion of discount
No discount will be given by Synchro Live Score for an upfront cash payment or within less time than that mentioned in these Terms, or on the invoice issued by Synchro Live Score.
4-2. Late penalties
In case of delayed payment and sums payment owed by the Customer beyond the time limit fixed above, and after the payment date on the invoice sent to the Customer, late penalties calculated at a daily rate 3% (three percent) of the amount of tax included in the price benefit services on the invoice will be automatically and legally acquired without any prior notice or formality and will result in the immediate payment of all amounts due, without prejudice to any other action that Synchro Live Score would be entitled to bring, as such, against the Client. In any case penalties will not be less than 3 (three) times the legal rate of interest. In case of non-compliance with payment conditions contained above, Synchro Live Score further reserves the right to suspend or terminate the provision of the services ordered by the Customer. It also reserves the right to suspend performance of its obligations and to reduce or even cancel any discounts granted to the latter.
ARTICLE 5 Modalities of provision of services
Services will be provided by Synchro Live Score. In case of special request of the Customer regarding the conditions of provision of the services, duly accepted in writing by Synchro Live Score, associated costs will be added to a specific invoice, after the new quote has been previously accepted by the Client.
ARTICLE 6 - Synchro Responsibility Live Score - Warranty
6-1. Synchro Live Score guarantees, as required by law, the Customer, against any lack of conformity of benefits and hidden defects, from a defect in the design or execution of services provided and making them unfit for the use for which it was intended to the exclusion of any negligence or fault of the Customer, for a period of 7 (seven) days of their delivery to the Customer, unless legal provision. In order to enforce its rights, Customer shall, under pain of forfeiture of any action relating thereto, notify Synchro Live Score, in writing, of the existence of defects within a maximum of 24 (twenty four) hours of their discovery. Synchro Live Score will rectify or correct, at its sole expense, the services deemed defective. In any event, the Synchro Live Score warranty is limited to the amount excluding taxes paid by Customer for the provision of benefits.
6-2. The equipment (PC, Tablets, Routers, Switch, cables, Walkie-Talkie) made available to the Client by Synchro Live Score during the duration of the service remains fully owned by Synchro Live Score. However, the burden of risk of deterioration (subject to normal wear and tear or inherent defect in materials), fire, explosion, lightning, or other violent weather event, loss or theft, will be transferred to the Customer throughout the period of availability by Synchro Live Score. It is the Customer's responsability to take out insurance to cover these risks, up to the replacement value as new out of warranty in effect. In case of loss, theft or damage, the Customer will be charged the replacement value as new of the equipment at its disposal.
ARTICLE 7 - Intellectual property law
7.1 -Synchro Live Score remains the owner of all intellectual and industrial property rights on the studies, drawings, models, prototypes, etc., made (even at the request of Client) for the provision of services to the Client. The Customer therefore prohibits any reproduction or use such works without the express prior written consent of Synchro Live Score and a financial compensation might be asked. Unless the parties agree otherwise, the Client authorizes Synchro Live Score to report and use for communication purposes, its brands, logos and other securities of industrial and intellectual property as well as elements for identifying namely the Customer.
7.2 - In the event of the definitive interruption of a service, wether it is at the intiative of the CUSTOMER or Synchro Live Socre, Synchro live score has the complete latitude, after informing its CLIENT, of selling, destroying or renewing on its own account and on the account of third parties, or of not renewing any asset inclueded in the service.
ARTICLE 8 - Use of References
8.1 The CUSTOMER authorizes Synchro Live Score to use its name and mention services realized on its account for any commercial purposes.
8.2 Synchro Live Score retains the right to mention its quality of creator of the website, and to insert its logo on all asset created for the CUSTOMER, and on websites.
ARTICLE 9 - Allocation of responsibilities
9.1 - Legislative Competence. Of express agreement between the parties, these Conditions of Sale and purchase and sale transactions that result are governed by French law. They are written in French. In case they are translated into one or several languages, only the French text would prevail in case of dispute.
9.2 - Jurisdiction. In order to find a solution to any dispute arising in the performance of this contract, the parties agree to meet within eight (8) days from the occurrence of the event to the initiative of either party. If, after a period of fifteen (15) days, the parties could not agree on a compromise or solution, any dispute relating to birth, performance or interpretation of this contract will be the exclusive jurisdiction of French courts.
ARTICLE 10 - Acceptance of the Customer. The present Terms are expressly approved and accepted by the Client, who declares and admits having a perfect knowledge of them, and gives up thereby the right to invoke any contradictory document, including its own Terms of Sales, which will be unenforceable against Synchro Live Score, even if Synchro Live Score was aware of said documents.