General Terms and Conditions of ServiceGeneral Terms and Conditions of Service

Article 1 — Scope and Enforceability

1.1 Purpose

The purpose of these General Terms and Conditions for the Provision of Services (hereinafter “GTCPS”) is to define the terms and conditions under which Cold is Gold (OVB Agency), a limited liability company (SARL) with a 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 Enforceability

Any order placed or contract signed with the Service Provider implies full acceptance of these General Terms and Conditions, which shall prevail over any conflicting documents (such as the Customer’s general terms and conditions of purchase, etc.), subject to any specific provisions agreed upon in writing with the Customer.

1.3 Amendment

The General Terms and Conditions of Service currently in effect are those published on the Service Provider’s website or attached to the quote or service agreement. The Service Provider reserves the right to modify them at any time; the new terms and conditions will apply to orders placed after they are updated.

Article 2 — Description of Services

2.1 Key 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 (consulting, reporting, analysis of results);
• Configuration of third-party tools (e.g., Instantly), in coordination with the Client.

2.2 Implementation Procedures

• The specific terms (number of contacts, number of campaigns, rates, contract term, etc.) are set forth in a quote or a specific contract signed by the Client.
• The deadlines, objectives, and any guarantees (number of opportunities, conversion rate) are also specified in the contract.

2.3 Nature of the Obligation

The Service Provider is bound by an obligation of means in the performance of the service, unless the contract expressly specifies a guarantee of results (limited to the number of opportunities).

Article 3 — Order and Formation of the Contract

3.1 Ordering Process

The order becomes firm and final when:

• The Customer signs the quotation or contract sent by the Service Provider, and/or
• The Customer shall pay the deposit or the first invoice issued, as applicable.

3.2 Order Changes

Any changes to or additions of services will be the subject of an amendment or a new quote approved by the Client and the Service Provider.

3.3 Order Cancellation

The Service Provider reserves the right to refuse an order for legitimate reasons (e.g., non-payment, an order that is inconsistent or technically unfeasible, an incompatible line of business, etc.).

Article 4 — Term of the Service

4.1 Standard duration

Unless otherwise specified in the quote or contract, the assignment covers a minimum period of 3 paid months (with a possible non-billed preparation month), or 6 or 12 months in the event of an extension of the engagement.

4.2 Renewal and Automatic 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 contract term.

4.3 Suspension or Postponement

The Client and the Service Provider may agree in writing to temporarily suspend the service (e.g., during the summer months), subject to the terms set forth in the contract (impact on the warranty and billing, etc.).

Article 5 — Performance Guarantees (if applicable)

5.1 Minimum conversion rate

• If the Service Provider commits to a guaranteed conversion rate (e.g., 0.25%), this rate is specified in the contract and applies for the entire term.
• The Service Provider does not guarantee any revenue or ROI under any circumstances; it guarantees only a minimum number of opportunities or positive responses.

5.2 Trigger Conditions

• If the target is not met in a given month, the Service Provider will extend the service free of charge to make up for the shortfall, subject to the limits and conditions set forth in the contract.
• If, despite these extensions, the coverage limit is not reached, the Customer may terminate the contract without penalty, in accordance with the defined termination terms.

5.3 Exclusions

Any warranty becomes void if:

• The customer does not comply with technical instructions (warm-up, DNS configuration, etc.), which adversely affects deliverability.
• The Customer or a third party is using the same domains or email addresses for other campaigns, which creates a risk of spam and affects the results.
• The Service Provider loses access to prospect responses as a result of a unilateral action by the Client or a third party authorized by the Client.

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 project.

6.2 Monthly Support

• The monthly rate and the contract term (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

• The cost of subscriptions to the Instantly tool, domain names, or other external services is the responsibility of the Customer, 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 the commitment period

• The contract automatically expires at the end of the specified term (3, 6, 12 months, etc.), unless it is renewed.
• The sums due for the expired period remain the property of the Service Provider.

7.2 Early Termination for Failure to Meet the Guarantee

• 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).
• In this case, any amounts already paid will not be refunded, but no cancellation fee is due.

7.3 Termination for gross misconduct

• Either party may terminate the contract automatically in the event of material breach by the other party (e.g., prolonged non-payment, clear violation 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 Best-Efforts Obligation

The Service Provider agrees to mobilize the necessary skills and resources to perform the assignment in accordance with industry standards and applicable laws.

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 shall not be liable for indirect damages (loss of revenue, loss of profit, etc.) or in cases of force majeure.

8.3 Data Collection and Use (GDPR)

• Leads are collected from legally accessible sources (directories, LinkedIn, etc.), and the Service Provider ensures that it uses tools certified as “GDPR-compliant.”
• The Client remains responsible for the processing of prospect data (purposes, retention, deletion), with the Service Provider acting as a data processor.
• 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 Cooperation and Information

The Client shall provide all relevant information (target audience, details of the offer, etc.) and shall actively cooperate to enable the Service Provider to carry out the assignment under favorable 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 specifications

• The Customer agrees to perform a full warm-up of the email addresses and to comply with all DNS configuration guidelines (SPF, DKIM, DMARC, etc.) recommended by the Service Provider.
• In the event of a breach, the performance guarantee does not apply.

9.4 Use of Data

• Once the database has been paid for in full, the Customer becomes its owner and may use it freely.
• Any unlawful use (spamming, non-compliance with the GDPR, etc.) is the sole responsibility of the Customer.

Article 10 — Intellectual Property

10.1 Deliverables and Rights of Use

• The content created for the campaign (email templates, scripts, visuals) remains the property of the Service Provider until all amounts due have been paid in full.
• 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 agrees not to disclose any confidential information received from the other party in connection with this agreement.
• This obligation remains in force for the duration of the contract and for 5 years after its end.

11.2 Relevant Information

• All information relating to business operations, processes, prospecting files, pricing, contracts, etc., is considered confidential.
• Public information or information already known to the public is not subject to confidentiality requirements.

Article 12 — Personal Data

12.1 Role of the Parties

• The Service Provider acts as a data processor, collecting and processing prospect data on behalf of the Client, who is the data controller.
• The rights and obligations of each party are set forth in the Service Provider’s Privacy Policy, which the Client agrees to by signing the contract.

12.2 GDPR Compliance

• The Customer warrants that it has a legal basis (legitimate interest, etc.) for contacting prospects.
• The Service Provider implements appropriate technical and organizational security measures but assumes no liability in the event of improper use by the Customer.

Article 13 — Force Majeure

• Neither party shall be held liable for any failure or delay in the performance of 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 — Governing Law and Jurisdiction

14.1 Governing Law

These Terms of Service are governed by French law.

14.2 Out-of-court settlement

The parties agree to seek an amicable resolution (through written correspondence or mediation) in the event of a dispute regarding the performance or interpretation of this contract.

14.3 Jurisdiction

In the absence of an amicable settlement, the dispute shall be subject to the exclusive jurisdiction of the Commercial Court of Lyon, notwithstanding multiple defendants or third-party claims.

Article 15 — Miscellaneous Provisions

15.1 Partial Invalidity

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.2 Non-Waiver

The fact that one of the parties does not enforce a provision of this agreement at a given time does not constitute a definitive waiver of the right to enforce it at a later time.

15.3 Effective Date

These Terms of Service take effect on the date they are signed or accepted by the Customer, or on the date the service is ordered, and remain in effect for the entire duration of the contract.