Company Terms of Sales

Article 1: Definitions

The following definitions apply to the entirety of these GTC.

“Subscription”: means the fees applicable to the Acracy Offer selected by the Client.

“Acracy”: means ACRACY, a simplified joint-stock company (société par actions simplifiée) with a share capital of €750, having its registered office at 24 rue de Clichy, 75009 Paris, registered with the Paris Trade and Companies Register under number 880 397 989, represented by its President, Mr. Romain Brigner.

“Client”: means the person who has ordered Services from Acracy and who is responsible for payment of the price. The Client is a professional, i.e., acting for purposes within the scope of its commercial, industrial, craft, liberal, or agricultural activity.

“Client Account”: means the digital space accessible on the Platform by the Client after registration, enabling the Client in particular to place orders for the Services.

“Contract”: means these GTC, the Statements of Work and, where applicable, the Subscription to an Acracy Offer.

“General Terms and Conditions of Sale” or “GTC”: means this document, the purpose of which is to govern the Services offered by Acracy to the Client.

“Deliverables”: means the deliverables, creations, developments, results, and any other work of any kind produced, obtained, or developed by the Freelancers as part of the Creative Services.

“Intellectual Property Rights”: means, in particular and without limitation, any and all copyrights, inventions, patents and patent applications, trademarks and trademark applications, designs and models, photographs, videos, music, illustrations, diagrams, plans, texts, presentations, graphics, logos, websites, databases, domain names, know-how, corporate names and trade names, software developments, manufacturing secrets, trade secrets, and Confidential Information, whether registered or not, in respect of any creations, or any equivalent form of protection in force worldwide.

“Client Pre-Existing Materials”: means any item, whether or not protected by Intellectual Property Rights, owned by the Client or for which the Client benefits from a license of rights, including in particular content elements (text, image, videos, sound, etc.) provided by the Client to Acracy or to the Freelancer for the performance of the Services.

“Service Fees”: means the remuneration due to Acracy in consideration for managing the Creative Service, the amount of which corresponds to a portion of the price of the Creative Service.

“Processing Fees”: means the remuneration due to Acracy in consideration for applying a 30- or 60-day payment term chosen by the Client.

“Freelancer”: means any natural or legal person holding a SIRET number, registered with the Trade and Companies Register, the Trades Directory, or operating legally as an independent professional from France or abroad, and engaged by Acracy as a subcontractor to perform the Creative Services ordered by the Client under the Contract.

“Confidential Information”: means the Services, any information, item and/or document, in any form and of any nature (in particular commercial, industrial, technical, or financial) exchanged in connection with the Services or of which the Parties become aware in the performance of the Services, notably relating to the activities, management or organizational plans, HR policies, operating processes, commercial and marketing policies and strategies, business plans, trade secrets, anti-fraud and anti-counterfeiting policies, products, prices, customers, prospects, employees, suppliers and partners of each Party and of their group companies, as well as Acracy’s and/or the Client’s Deliverables and know-how.

“Acracy Offer(s)”: means the various offers made available by Acracy on the Platform, allowing the Client, subject to subscription, to benefit from the Management Services. The Acracy Offer is governed by the provisions of the GTC.

“Statement of Work”: means the specific terms and conditions applicable to the Client’s order of a Creative Service. The Statement of Work is governed by the provisions of the GTC.

“Platform”: means the website accessible at https://acracy.co, as well as its sub-domains.

“Creative Service”: means an intellectual service within the creative industries ordered by the Client from Acracy and performed by Acracy as part of a one-off assignment, the specific terms of which are detailed in a Statement of Work.

“Management Service”: means the services related to the Acracy Offer chosen by the Client.

“Services”: means, jointly, the Creative Service(s) and the Management Service.

“Personal Data Rules”: means the regulations in force relating to the processing of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and French Law No. 78-17 of 6 January 1978 on data processing, files and freedoms, as amended.

“Online Service”: means Acracy’s online solution, accessible from the Platform, enabling in particular the management of Creative Services.

“User”: means any person under the Client’s authority and designated by the Client, who uses the Online Service.

Unless the context requires otherwise, terms and definitions used in the singular include the plural, and vice versa.

Article 2: Purpose of the GTC

The purpose of these GTC is to govern the relationship between Acracy and the Client and to define the conditions under which the Client entrusts Acracy with the performance of the Services.

The provisions of the GTC apply notwithstanding any contrary clauses that may appear in any document issued by the Client (such as its general purchasing terms, etc.). Any clauses in such Client documents that conflict with the provisions of the Contract shall, by operation of law, be unenforceable against Acracy.

The Parties undertake to cooperate in good faith and to use their best efforts to perform their respective obligations.

Article 3: Autonomy and independence

The Parties carry on their activities in full autonomy and independence, each bearing the risks of its own activity.

Acracy and the Client are not subject to any mutual exclusivity obligation. Each Party remains free to enter into similar or equivalent contract(s) with any natural or legal person, whether or not a competitor of the other Party.

Article 4: Acracy’s obligations

Acracy undertakes to use all due care to ensure the quality of the Services and Deliverables provided to the Client. For the avoidance of doubt, Acracy remains solely responsible for defining and selecting the means and working methods used to perform the Services.

Article 5: Client’s obligations

The Client undertakes to:

• respond to validation requests from Acracy or the Freelancer within the indicated timeframe and no later than fifteen (15) days following the request. Failing a response within this timeframe, validation requests shall be deemed tacitly approved by the Client;
• respond to requests from Acracy or the Freelancer within the indicated timeframe and no later than seven (7) days following the request. Failing a response within this timeframe, any schedule agreed between the Parties shall be suspended and the planned delivery dates shall be automatically extended by the number of days of the Client’s delay;
• where applicable, make available to Acracy or the Freelancer the material, technical, and human resources necessary to perform the Services;
• provide all information and documents necessary for the preparation and performance of all Services;
• grant Acracy or the Freelancer access to the Client’s premises and/or sites where necessary for performance of the Contract, in accordance with applicable working hours and security instructions;
• actively cooperate in the success of the project;
• pay the deposits and invoices due for the Services within the agreed timeframes;
• inform Acracy of any competitive tendering with other service providers;
• ensure that it holds all necessary authorizations granting it ownership and/or usage rights over the Client Pre-Existing Materials provided;
• ensure that the intended use of the Client Pre-Existing Materials and any items of any kind provided to Acracy or the Freelancer complies with applicable regulations.

In the event Acracy notifies difficulties in the performance of the Services, the Client undertakes to take all measures necessary to resolve the notified difficulties.

Article 6: Performance of the Services

To benefit from the Services, the Client must first:

• create a Client Account on the Platform or, if already registered, log in to the Platform;
• complete the various fields of the Client Account creation form on the Platform;
• confirm acceptance of these GTC by clicking “I have read and accept the GTC”.

The Client undertakes to provide true and accurate information about itself.

The Client undertakes to inform Acracy immediately of any loss or unauthorized use of its Client Account, credentials, and password. Passwords and credentials are personal, and the Client undertakes not to disclose them. In this respect, the Client is solely responsible for their use and guarantees compliance with this paragraph by the Users. Consequently, the Client releases Acracy and its partners, co-contractors, or successors from any liability in this respect.

6.1 Creative Services

6.1.1 Governance

To facilitate proper performance of the Services, the Parties will appoint responsible persons in the Statement of Work to facilitate communication.

The Parties undertake to inform each other, by any written means, of any event likely to affect the proper performance of the Creative Services.

6.1.2 Ordering a Creative Service

For any Creative Service, the Client must provide Acracy with a duly completed provisional Statement of Work via its Client Account. Acracy will then be responsible for identifying Freelancers able to perform the Creative Service, negotiating with them the terms (including financial terms) of said Creative Service, and presenting the Client with the list of selected Freelancers. It is understood that the Client may request, but may in no case require, that the Creative Service be entrusted to a specific Freelancer (for example one with whom it previously worked).

The Client may choose, from among the Freelancers selected by Acracy, the one to whom the Creative Service will be entrusted. Acracy will send the Client a finalized Statement of Work for acceptance.

Upon acceptance of the Statement of Work, the Client acknowledges that it has verified that the Creative Services and Deliverables are suitable for its needs and that it has received from Acracy all necessary information and advice.

Acceptance of the Statement of Work constitutes full and complete acceptance of these GTC, which the Client acknowledges having read.

6.1.3 Subcontracting

The Client is informed and expressly agrees that Acracy subcontracts each Creative Service to a Freelancer, who will have been previously presented to and approved by the Client.

6.2 Management Service

6.2.1 Purpose of the Management Service

The Management Service consists of Acracy making available (i) the Online Service, (ii) tools for managing the Creative Services, and (iii) support to the Client in the management of the Creative Services. The services included in the Management Service vary depending on the Acracy Offer chosen by the Client.

6.2.2 Acracy Offers

Acracy offers various offers, a detailed description of which is published on its Platform.

The Client may subscribe to the Acracy Offers at any time from its Client Account.

Subscription to an Acracy Offer constitutes full and complete acceptance of these GTC, which the Client acknowledges having read.

Acracy reserves the right to modify the Acracy Offers at any time. Such modifications shall apply only to Management Services performed after said modifications and subject to the Client’s prior acceptance by any means. Failing acceptance, the previous Acracy Offer terms (as subscribed to by the Client) shall continue to apply to ongoing Management Services.

The Client may at any time decide to replace the subscribed Acracy Offer (the “Initial Offer”) with a higher offer (the “New Offer”). In such case, the New Offer and the Subscription shall take effect immediately.

The Client may not replace the subscribed Acracy Offer with a lower offer.

6.2.3 Access to the Online Service

From its Client Account, the Client may allow designated Users to access and use the Online Service. It is recalled that the number of Users who may access the Online Service is determined by the Acracy Offer subscribed to by the Client.

The Client may allow use of the Online Service by a number of Users exceeding the limit provided in the subscribed Acracy Offer. In such case, an additional amount will be invoiced (for each additional active User) under the conditions provided on the Platform or in the Acracy Offer chosen by the Client.

The Client warrants to Acracy that each User has the authority and capacity to use the Online Service.

The Client understands and accepts that it is responsible for Users’ access to and use of the Online Service.

The Client expressly undertakes that each User:

• complies with applicable laws and regulations and does not infringe public policy, public morals, or third-party rights, nor violate any legislative or regulatory provisions;
• does not use the Online Service fraudulently (e.g., a fake account or false identity) and/or to harm Acracy’s interests or those of third parties.

Furthermore, the Client is informed that, in order to improve its operation and quality, Acracy continuously develops the features and functionalities of the Online Service.

6.3 No right of withdrawal

The Client expressly acknowledges and agrees that (i) it is a professional, (ii) the services begin upon acceptance of the Services, and (iii) it does not benefit from the right of withdrawal applicable to online or distance selling under Article L. 121-20-2 1° of the French Consumer Code. Consequently, no request for withdrawal, cancellation, or refund will be accepted.

Article 7: Intellectual property

7.1 Client Pre-Existing Materials

The Client is and remains the owner of the rights, including Intellectual Property Rights, in the Client Pre-Existing Materials. As necessary for performance of the Services, the Client grants Acracy a right of use over the Client Pre-Existing Materials, in accordance with the Client’s instructions to Acracy. This right of use ends upon expiration of each Statement of Work, for any reason whatsoever.

7.2 License/assignment of rights in the Deliverables

Subject to full payment of the remuneration provided in the financial terms of the Contract, Acracy licenses/assigns to the Client the Intellectual Property Rights relating to the Deliverables under the conditions and for the modes of exploitation provided in the Statements of Work.

The scope of the Intellectual Property Rights relating to the Deliverables assigned or licensed by Acracy to the Client, and the corresponding remuneration, shall be negotiated on a case-by-case basis between the Parties at the time the Statement of Work is accepted.

It is specified that rights in the Deliverables not expressly assigned by Acracy under the Contract are reserved and remain the property of Acracy or the Freelancer.

The Client undertakes to respect the Freelancer’s moral rights (including the right of attribution). However, Acracy hereby grants the Client permission to make minor modifications (cropping, resizing) to the Deliverables to ensure their use under the best conditions.

7.3 Warranties

Acracy warrants:

• that it has full power and authority to grant the rights assigned/licensed under the Contract and that such rights are not and will not in any way be assigned, encumbered, or otherwise granted in favor of a third party;
• that it has not and will not, through an assignment to a third party or by any other means, take any action likely to compromise this assignment/license of rights, nor prevent or hinder the Client’s full enjoyment of the rights granted under the Contract;
• that, to its knowledge, it has not introduced and will not introduce into the Deliverables any reproduction or reminiscence likely to infringe third-party rights and give rise to claims of plagiarism and/or infringement.

Beyond the rights relating to the Deliverables, all elements (including work, media, tools, methods, know-how, etc.) developed and/or used in the performance of the Contract remain the exclusive property of Acracy and/or its licensors and/or the Freelancer, who retain all related Intellectual Property Rights and associated prerogatives. No ownership right is transferred to the Client under the Contract, and the Client acquires no rights other than those necessary to use the Deliverables within the limits of the Statement of Work.

Article 8: Financial terms

8.1 Price of the Services

The price of the Services is defined in the Statement of Work and may be calculated using two methods. The method will be determined by Acracy depending on the type of project requested by the Client.

Method 1: Daily rate and separate Service Fees

Under this method, the price of the Services is the sum of:

• the price of the Creative Service, calculated on the basis of an average daily rate (“ADR”) indicated in the Statement of Work. This price includes:
  • the Freelancer’s remuneration for performing the service;
  • the price of the assignment/license of Intellectual Property Rights relating to the Deliverables, as negotiated between the Parties upon acceptance of the Statement of Work. The Parties agree that Acracy’s remuneration for the assignment/license of Intellectual Property Rights will be shown separately from the Freelancer’s remuneration in the Statement of Work. The Parties also agree that, except where the Deliverables are exploited under the limited conditions listed in Article L.131-4 of the French Intellectual Property Code, the price of the assignment/license of Intellectual Property Rights will be proportional to the revenues derived from the sale or exploitation of the Deliverables;
• the Service Fees, the amount of which corresponds to a percentage of the price of the Creative Service defined in the Statement of Work. The percentage used to calculate the Service Fees varies depending on the price of the Creative Service and the Acracy Offer chosen by the Client, as indicated on the Platform.

Method 2: Daily rate including Service Fees

Under this method, the price of the Services is calculated on the basis of an ADR that includes Acracy’s Service Fees. This ADR, indicated in the Statement of Work, covers the total cost of the service for the Client, including the Freelancer’s remuneration and Acracy’s Service Fees. The Subscription price may be added, depending on the Acracy Offer chosen by the Client and the number of active Users on the Platform.

The ADR agreed between the Parties may be increased in the event the Client requests exceptional availability from Acracy, notably on a weekend or public holiday. In this respect, the Parties agree that Acracy will receive additional remuneration equal to the Service Fees percentage associated with the offer chosen by the Client, calculated on the basis of the ADR excluding VAT (€ excl. VAT) for each additional day of exceptional availability.

In certain cases provided for or not provided for in the Statement of Work, remuneration for the Services may include additional costs payable by the Client (accommodation, transport, meals, acquisition of music rights, etc.). Such costs must be approved in advance by the Client and will be paid to Acracy under the same conditions as the other remuneration items forming the price of the Services.

8.2 Invoicing and payment terms

With respect to the Creative Services, Acracy will invoice the Client once the Creative Services have been performed. The Service Fees will be included in the same invoices.

With respect to the Management Service, the Subscription will be invoiced monthly or annually depending on the option chosen by the Client. In the event of monthly invoicing, the Subscription will be invoiced in advance (payment in advance) upon subscription to the Acracy Offer and then monthly on each anniversary date of the subscription. It is specified that if the number of active Users on the Platform changes during a month, any price adjustment will apply to the following month’s invoice.

Payments made are non-refundable. No refunds or credits are granted for partial periods of use or for any unused service.

Invoices are payable:

• by SEPA direct debit; or
• by bank transfer within thirty (30) days from the date of issuance, to the account whose IBAN appears on the invoice, unless otherwise stated in the Acracy Offer chosen by the Client; or
• by bank transfer within sixty (60) days from the date of issuance, to the account whose IBAN appears on the invoice, unless otherwise stated in the Acracy Offer chosen by the Client.

In the event an invoice is not paid by its due date, any amount due to Acracy will accrue interest at a rate equal to three times the legal interest rate, starting on the first business day of late payment. Such penalties will be increased by a fixed recovery fee of forty (40) euros per unpaid receivable. In the event of late payment, Acracy will promptly notify the Client in writing of the application of this clause.

Prices are stated exclusive of tax and will be increased by VAT at the rate in force on the invoicing date.

Payment will be made by transfer or direct debit, without fees for Acracy and without discount. The Client undertakes to pay the full amount of each invoice and may not offset any amount due with amounts owed or allegedly owed by Acracy. In the event an invoice is disputed, payment of the disputed invoice remains due. If the dispute is upheld, a credit note will be issued to the Client as soon as possible. The Client further undertakes to handle any administrative constraints specific to it (purchase orders, internal approval delays, payment runs, etc.) so as not to create any additional delay for Acracy beyond the Contract commitments (payments, renewals, etc.) and legal provisions regarding payment terms.

Any amount not paid within the stated timeframes will, fifteen (15) days after a formal notice to pay, bear late-payment interest calculated pro rata temporis at the refinancing rate applied on the first day of the relevant half-year by the European Central Bank (ECB) plus ten (10) percentage points, as well as the immediate due date of a minimum fixed indemnity of forty (40) euros, set by decree, for recovery costs. Acracy reserves the right to claim from the Client higher compensation for recovery costs, upon supporting evidence (Articles L 441-6 and D 441-5 of the French Commercial Code).

In addition, in the event of partial or total late payment exceeding fifteen (15) days, Acracy reserves the right to suspend the Services and the delivery of the Deliverables without formality and without prejudice to sums still due and any damages. In the same event, Acracy will retain all its Intellectual Property Rights in the Deliverables and may request termination of all or part of the Contract under these GTC.

The Client waives any right of retention or set-off.

Article 9: Term

9.1 Term of the GTC

These GTC apply for the entire duration of the Services.

9.2 Term of the Creative Services

The duration of the Creative Services is agreed on a case-by-case basis between the Parties and is indicated in each Statement of Work.

9.3 Term of the Management Service

The Management Service takes effect on the date the Client subscribes to an Acracy Offer, for a duration equivalent to the duration of the Offer subscribed to by the Client.

At the end of the Initial Period, the Subscription will be automatically renewed for successive periods equivalent to the duration of the Acracy Offer subscribed to by the Client, unless terminated by either Party before the anniversary date of the Acracy Offer subscribed to by the Client.

Article 10: Termination

In the event of breach(es) by a Party of its obligations not remedied within fifteen (15) days from receipt of a registered letter with acknowledgment of receipt sent by the other Party notifying said breach(es), the other Party may immediately terminate all or part of the Contract as of right, without formality, and without prejudice to any damages to which it may be entitled.

In the event of termination of the Contract, for any reason whatsoever:

• each Party undertakes to return or delete, without delay, all Confidential Information as well as any documents of any kind provided by the other Party for performance of the Contract;
• the Client undertakes to immediately pay all sums due to Acracy under the Contract, without any set-off or deduction; amounts already paid to Acracy shall remain acquired by Acracy.

Article 11: Force Majeure

Neither Party shall be liable and the Contract shall be suspended if performance of the Contract or of any obligation incumbent upon the Parties under the Contract is prevented, limited, or disrupted by a force majeure event within the meaning of Article 1218 of the French Civil Code.

The Party affected by the force majeure event, subject to sending the other Party a registered letter with acknowledgment of receipt within fifteen (15) days from the date of occurrence, shall be relieved from performing its obligations to the extent of such prevention, disruption, or limitation. The other Party shall likewise be relieved from performing its own obligations, within the same limits.

Performance of the affected Party’s obligations shall be postponed by a period at least equal to the duration of the suspension due to force majeure. However, if the interruption due to force majeure exceeds one (1) month (from the date of notification of the force majeure event), the relevant Service may be terminated as of right and without judicial formality by the non-affected Party, subject to thirty (30) days’ notice notified by registered letter with acknowledgment of receipt to the defaulting Party. Termination will take effect on the day following the expiry of the 30-day period, counted from the date of first presentation of the registered letter with acknowledgment of receipt.

Article 12: Confidentiality

The Parties agree that Confidential Information originating from the other Party under the Contract shall:

• be protected and kept strictly confidential, and treated with the same degree of care and protection as each Party affords to its own Confidential Information;
• be disclosed only to those members of its staff who need to know it, excluding any third party whether affiliated or not, and used by such staff solely for the needs of the Services;
• not be used, in whole or in part, other than for the needs of the Services;
• not be copied, reproduced, or duplicated in whole or in part, except as necessary to perform obligations under the Contract.

All Confidential Information and copies thereof transmitted by one Party to the other remain the property of the transmitting Party. The receiving Party shall have no obligation and shall be subject to no restriction with respect to any Confidential Information it can prove:

• was in the public domain prior to disclosure, or entered the public domain after disclosure through no fault attributable to it; or
• was already known to it, as evidenced by appropriate documents; or
• was lawfully received from a third party, without restriction and without breach of this article; or
• results from internal developments undertaken in good faith by staff members who did not have access to the other Party’s Confidential Information; or
• the use or disclosure of which was authorized in writing by the originating Party; or
• was disclosed pursuant to a law, decree, regulation, or court decision, provided that (i) such disclosure is strictly necessary to comply with said decision or legal/regulatory requirement and (ii) the Party required to disclose promptly informs the disclosing Party as soon as possible so that the disclosing Party may take protective measures where applicable.

It is expressly agreed that the exchange of Confidential Information between the Parties under this article may in no event be interpreted as granting, expressly or implicitly, to the receiving Party any right (by license or otherwise) in inventions, works of authorship, or discoveries to which such Confidential Information relates. The same applies to copyrights or other rights relating to literary and artistic property, trademarks, or trade secrets.

The terms and performance of the Contract shall be kept confidential by the Parties and shall not be disclosed by either Party without the other Party’s prior written consent.

Each Party undertakes to return to the other Party, as soon as possible upon express request or at the latest within thirty (30) days following expiry or termination of the Contract for any reason, all Confidential Information transmitted by that Party.

All confidentiality obligations described above shall survive for five (5) years after expiry or termination of the Contract for any reason whatsoever.

Article 13: Liability

Acracy shall be liable to the Client under ordinary law rules. In this respect, Acracy undertakes to compensate the Client for any direct damage the Client may suffer under the Contract. In no event shall Acracy be liable for indirect damages as defined by French case law (including, without limitation: commercial prejudice, loss of customers, loss of turnover or profit, loss of opportunity, any business disturbance, loss of brand image, loss of a chance, loss or corruption of files or Data and/or the cost of a substitute solution).

In any event, Acracy’s liability, in the event of damage suffered by the Client, for any reason whatsoever and regardless of the legal basis invoked or retained, all damages combined, shall be expressly limited to the amount paid by the Client during the current year.

Acracy’s liability may in no event be sought in the event of:

• use of the Deliverables in a manner not provided for in the Statement of Work or not expressly authorized by the Contract;
• modification of all or part of the Deliverables not authorized by Acracy;
• use of all or part of the Deliverables when Acracy had recommended suspending such use due to a difficulty or for any other reason;
• occurrence of any damage resulting from a fault or negligence of the Client in its use of the Deliverables;
• use of the Deliverables in connection with work not provided or approved by Acracy and likely to affect the Services.

Article 14: Publicity

Unless otherwise specified, the Client authorizes Acracy to mention, by way of reference, the existence and purpose of the Services and Deliverables, as well as the Client’s identity (including by reproducing its logo) in its commercial documents distributed to customers and prospects, as well as in its communications actions (trade events, press articles, institutional communications, commercial advertising, website, social media, etc.).

Article 15: Personal data

In performing the Contract, the Parties may each process, as Data Controller (within the meaning of the Personal Data Rules), Personal Data (within the meaning of the Personal Data Rules) of the other Party and of their possible subcontractors.

The Parties mutually undertake to comply with the Personal Data Rules.

They undertake in particular to:

• collect and process Personal Data in accordance with the Personal Data Rules;
• ensure that Personal Data is used exclusively for performing the Services;
• not disclose, in any form, all or part of the Personal Data to any persons other than those duly authorized to have access to it;
• ensure the effective exercise of the rights of Data Subjects (within the meaning of the Personal Data Rules): right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, etc.;
• implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure, or access.

No instructions on how to process Personal Data are given by one Party to the other.

The Parties shall in no way be considered Joint Controllers or Processors (within the meaning of the Personal Data Rules) of one another.

Article 16: Non-solicitation of Freelancers

During the term of the Contract and for two (2) years following its termination or expiry, the Client undertakes not to solicit, directly or indirectly, any Freelancer who performed a Creative Service for it, provided however that the Client has informed Acracy prior to any such solicitation.

If, after informing Acracy, the Client makes an employment offer accepted by the Freelancer, the Client undertakes to:

• inform Acracy without delay of the acceptance and the terms of the agreement, in particular the gross remuneration accepted by the Freelancer; and
• pay Acracy a commission equal to 20% (twenty percent) of the candidate’s annual gross remuneration, including any variable remuneration, from which Acracy will deduct 30% of the Service Fees already paid by the Client for this Freelancer over the last 12 months.

If, after informing Acracy, the Client makes a service agreement offer accepted by the Freelancer, the Client undertakes to:

• inform Acracy without delay of the acceptance and the amount of the fees accepted by the Freelancer; and
• pay Acracy a commission equal to 20% (twenty percent) of the amount excluding VAT of the engagement thus concluded.

If an employment/service offer is accepted by the Freelancer without the Client complying with either of the above undertakings, an indemnity equal to 30% (thirty percent) of the annual gross remuneration or the fees excluding VAT of said Freelancer shall automatically be due by the Client to Acracy, in addition to legal interest and any court costs, without prejudice to the right to damages. The Client undertakes to pay the said indemnity upon simple request by Acracy.

Article 17: Miscellaneous

The Contract governs the entire business relationship between the Parties and cancels and replaces all prior agreements and discussions between the Parties.

Acracy reserves the right to amend the GTC at any time. Such amendments shall apply only to Services subscribed to and performed after said amendments and subject to the Client’s prior acceptance by any means. Failing acceptance, the previous Acracy Offer terms (as subscribed to by the Client) shall continue to apply to ongoing Management Services.

A Party’s failure to enforce any clause of the Contract shall not constitute a waiver of that clause for the future.

If any provision of the Contract is found to be wholly or partially null or invalid, the validity of the other clauses shall not be affected. The Parties agree to replace, in good faith, any clause or portion of a clause found to be null and void with valid clauses of similar content.

The Client may not assign or transfer to a third party all or part of its rights and obligations under the Contract without Acracy’s prior written consent. Any assignment or transfer of all or part of the rights and obligations under the Contract shall be set out in an amendment to the Contract. Acracy may assign to any third party or contribute to a company the benefits, rights, and obligations arising from the Contract for any purpose, without being required to pay any indemnity to the Client. Acracy shall notify the Client of such assignment by registered letter with acknowledgment of receipt within one (1) month after signature of the assignment of the Contract.

Article 18: Governing law – competent jurisdiction

The Contract is governed by and construed in accordance with French law.

The Parties undertake to submit any dispute or claim relating to the validity, interpretation, performance and/or termination of these GTC to the exclusive jurisdiction of the competent court of Paris.