Article 1 - Scope and applicability
1.1 Purpose
The purpose of these General Terms and Conditions of Services (hereinafter "GTCS") is to define the terms and conditions under which Cold is Gold (Agence OVB), a Limited Liability Company (SARL) with capital of €1,000, registered with the Villefranche-Tarare Trade and Companies Register under number 899 970 891, having its registered office at 761 rue Nationale, 69400 Villefranche-sur-Saône (hereinafter "the Service Provider"), provides its services for generating business opportunities through cold emailing campaigns and marketing support (hereinafter "the Services").
1.2 Opposability
Any order or contract signed with the Service Provider implies unreserved acceptance of these GCPS, which prevail over any other contradictory document (Customer's general terms and conditions of purchase, etc.), subject to any special provisions agreed in writing with the Customer.
1.3 Modification
The GCPS in force are those published on the Provider's website or appended to the quotation/service contract. The Provider reserves the right to modify them at any time; the new conditions will apply to orders placed after their update.
Article 2 - Description of Services
2.1 Main services
The Service Provider offers in particular:
- Creation of a database of professional contacts (prospects);
- Implementation of cold emailing campaigns (creation, configuration, follow-up);
- Marketing support (advice, reporting, results analysis) ;
- Parameterization of third-party tools (e.g. Instantly), in coordination with the customer.
2.2 Terms and conditions
- The precise characteristics (volume of contacts, number of campaigns, rates, commitment period, etc.) are defined in a specific quote or contract signed by the customer.
- Deadlines, targets and any guarantees (number of opportunities, conversion rate) are also specified in the contract.
2.3 Nature of obligation
The Service Provider is bound by an obligation of means in the performance of the service, unless express mention is made of a guarantee of results (limited to the number of opportunities) specified in the contract.
Article 3 - Order and Contract formation
3.1 Ordering process
The order becomes firm and definitive when:
- The Customer signs the quotation or contract sent by the Service Provider, and/or
- The customer pays the deposit or the first invoice issued, where applicable.
3.2 Order modification
Any modification or addition of services will be subject to a rider or a new quotation validated by the Customer and the Service Provider.
3.3 Refusal to order
The Service Provider reserves the right to refuse an order for legitimate reasons (e.g. non-payment, inconsistent or technically unfeasible order, incompatible sector of activity, etc.).
Article 4 - Duration of the Service
4.1 Standard duration
Unless otherwise specified in the quotation/contract, the mission extends over a minimum period of 3 paying months (with a possible month of preparation not invoiced), or over 6 or 12 months in case of commitment extension.
4.2 Renewal and tacit renewal
- The terms of tacit renewal (if any) will be indicated in the contract.
- In the absence of specific provisions, the contract will terminate at the end of the contractual period.
4.3 Suspension or postponement
The Customer and the Service Provider may agree in writing to temporarily suspend performance (e.g. summer periods), in accordance with the conditions laid down in the contract (impact on warranty and invoicing, etc.).
Article 5 - Performance guarantees (where applicable)
5.1 Minimum conversion rate
- If the Service Provider commits to a guaranteed conversion rate (e.g. 0.25%), this is specified in the contract and applies to the entire term.
- The Service Provider does not guarantee sales or ROI, only a minimum number of opportunities or favorable responses.
5.2 Triggers
- If the objective is not achieved in a given month, the Service Provider will extend the service free of charge in order to catch up with the objective, within the limits and under the conditions defined in the contract.
- If, despite these extensions, the guarantee is not reached, the Customer may terminate the contract without penalty, in accordance with the defined termination terms.
5.3 Exclusions
Any warranty becomes inapplicable if:
- The customer does not comply with technical instructions (warm-up, DNS configuration, etc.), which adversely affects deliverability.
- The customer or a third party uses the same domains or e-mail addresses for other campaigns, leading to a risk of spam and an impact on results.
- The Service Provider loses access to prospect responses as a result of unilateral action by the Customer or a third party appointed by the Customer.
Article 6 - Rates and payment terms
6.1 Database
- The unit price for each contact (e.g. $0.09 excl. VAT/contact) and the estimated volume are defined in the contract.
- Payment for the database (or part of it) may be required at the start of the assignment.
6.2 Monthly support
- The monthly rate and commitment period (3, 6, 12 months, etc.) are specified in the contract.
- Invoicing is generally monthly, on the same date (actual start-up day), unless otherwise agreed.
6.3 Third-party tools
- Subscriptions to the Instantly tool, domain names or other external services are at the customer's expense, unless otherwise specified.
- The Service Provider configures these tools but does not bear the cost.
6.4 Late payment
- In the event of delay, the Service Provider may suspend the service without prejudice to any legal late payment interest or penalty shown on the invoice.
- After 45 days, the Service Provider may increase the unpaid balance by 10% and demand termination for serious misconduct, after formal notice has remained unsuccessful.
Article 7 - Termination
7.1 End of commitment period
- The contract ends automatically at the end of the specified period (3, 6, 12 months, etc.), unless renewed.
- The sums due for the expired period remain the property of the Service Provider.
7.2 Early termination due to non-fulfillment of warranty
- In the event of persistent non-compliance with the results guarantee, despite the free extensions provided, the Customer may terminate the contract without penalty (see Article 5).
- No sums already paid are refunded in this case, but no cancellation fee is payable.
7.3 Termination for gross negligence
- Either party may terminate the contract by operation of law in the event of gross negligence on the part of the other (e.g. prolonged non-payment, manifest breach of obligations).
- Cancellation takes place after formal notice has been sent by registered letter (or e-mail) and has remained unanswered for 15 days.
Article 8 - Obligations and responsibilities of the Service Provider
8.1 Obligation of means
- The Service Provider undertakes to mobilize the skills and resources required to carry out the assignment, in accordance with the rules of the trade and the legal provisions in force.
8.2 Limitation of liability
- The Service Provider's liability is limited, for all damages combined, to the total amount paid by the Customer under the contract in question.
- The Service Provider cannot be held liable for indirect damage (loss of sales, loss of margin, etc.) or in the event of force majeure.
8.3 Data collection and use (RGPD)
- Leads are collected via legally accessible sources (directories, LinkedIn...) and the Service Provider takes care to employ tools declared "RGPD-compliant".
- The Customer remains responsible for the processing of prospective customers' data (purposes, retention, deletion), with the Service Provider acting as a subcontractor.
- The Service Provider provides the Customer with all the information required to comply with regulations (consent clause, legal notices in cold email, etc.).
Article 9 - Customer obligations and responsibilities
9.1 Collaboration and information
- The Customer provides all useful information (target, characteristics of the offer, etc.) and cooperates actively to enable the Service Provider to carry out the assignment under the best possible conditions.
9.2 Database validation
- The customer is obliged to validate the database before starting the campaigns. Once the first opportunities have been generated, no claims concerning the relevance of the database will be accepted.
9.3 Compliance with technical instructions
- The Customer undertakes to perform a complete warm-up of email addresses and to comply with all DNS configuration instructions (SPF, DKIM, DMARC, etc.) recommended by the Service Provider.
- In the event of default, the performance guarantee does not apply.
9.4 Data usage
- Once the database has been paid for in full, the customer becomes the owner and is free to use it.
- Any illicit use (spamming, non-compliance with RGPD, etc.) engages the exclusive responsibility of the Customer.
Article 10 - Intellectual property
10.1 Deliverables and rights of use
- The content created for the campaign (e-mail templates, scripts, visuals) remains the property of the Service Provider until full payment has been received.
- Upon full payment, the content and database become the property of the customer, who may reuse them at his own risk.
10.2 References
- Unless expressly refused, the Service Provider may mention the Customer's name or logo as a commercial reference (e.g. on its website, presentation), without disclosing confidential data.
Article 11 - Confidentiality
11.1 Confidentiality obligation
- Each party undertakes not to divulge any confidential information received from the other under the contract.
- This obligation remains in force for the duration of the contract and for 5 years after its end.
11.2 Information concerned
- All information relating to our business, processes, prospecting files, prices, contracts, etc. is considered confidential.
- Public data or data already known to the public are not subject to the obligation of confidentiality.
Article 12 - Personal data
12.1 Role of the parties
- The Service Provider acts as a subcontractor, collecting and processing prospect data in the name and on behalf of the Customer, who is the data controller.
- The rights and obligations of each party are detailed in the Service Provider's Privacy Policy, which the Customer accepts by signing the contract.
12.2 RGPD compliance
- The Customer guarantees that it has a legal basis (legitimate interest, etc.) for contacting prospective customers.
- The Service Provider implements appropriate technical and organizational security measures, but declines all liability in the event of improper use by the Customer.
Article 13 - Force Majeure
- Neither party may be held liable for failure or delay in fulfilling its obligations in the event of force majeure, as defined by French case law (natural disaster, war, epidemic, etc.).
- If the force majeure situation persists for more than 3 months, either party may terminate the contract ipso jure, without compensation.
Article 14 - Applicable Law and Jurisdiction
14.1 Applicable law
- These GCPS are governed by French law.
14.2 Amicable settlement
- The parties undertake to seek an amicable solution (written exchanges, mediation) in the event of any dispute relating to the performance or interpretation of the contract.
14.3 Place of jurisdiction
- In the absence of amicable agreement, any dispute will be submitted to the exclusive jurisdiction of the Lyon Commercial Court, notwithstanding multiple defendants or the introduction of third parties.
Article 15 - Miscellaneous provisions
15.1 Partial nullity
If any clause of these GCPS is held to be invalid or unenforceable, the remaining clauses shall remain in full force and effect.
15.2 Non-waiver
The fact that one of the parties does not take advantage, at a given moment, of a clause of the present, does not constitute a definitive renunciation to take advantage of it later.
15.3 Effective date
These GCPS come into force on the date of their signature or acceptance by the Customer, or on the date the service is ordered, and remain applicable for the duration of the contract.