General Terms and Conditions

The services are provided by:

• Name: Histoires Digitales.
• Legal form: SAS (simplified joint-stock company) with share capital of €1,000.
• Registration: Paris Trade and Companies Register, SIRET 799 099 429 00034, APE code 7311Z.
• EU VAT number: FR44799099429.
• Registered office: 10, rue de Penthièvre, 75008 Paris, France.
• Represented by: Jean-Marc Lahaye, President.
• Contact: welcome@histoires-digitales.fr · +33 1 77 13 89 99.

In these terms, Histoires Digitales is referred to as « the Provider » or « we ».

The following terms have the meaning given below, in the singular or plural:

• Client: the legal entity or individual acting for business purposes who orders a Service.
• Contract: all the documents listed in article 4.
• Service Agreement: the specific terms for a given service: scope, price, term, milestones and KPIs. It may take the form of a detailed Quote.
• Quote: the priced commercial proposal issued by the Provider.
• Diagnostic: the paid audit of tracking, data, UX and advertising management.
• Scoping Sheet: the reference document for the engagement (article 6).
• Deliverable: anything handed to the Client as part of a Service (report, website, page, campaign, configuration, automation, content, etc.).
• Acceptance Criteria: the objective conditions, set in the Scoping Sheet or Service Agreement, that a Deliverable must meet to be accepted.
• Defect: any reproducible gap between a Deliverable and its Acceptance Criteria, classified under article 12.4.
• Change Request: any request that adds, removes or changes an item of the approved scope.
• Revision: a single set of consolidated feedback on a Deliverable, within the approved scope.
• Business Day: Monday to Friday, excluding public holidays in mainland France.
• Business Hours: 9 am to 6 pm (Paris time) on Business Days.
• Third-Party Platforms: services published by third parties and used for the Service (Google, Meta, TikTok, Shopify, GoHighLevel, Klaviyo, hosting providers, AI providers, etc.).
• Media Budget: amounts paid to advertising platforms to run campaigns, separate from fees.
• Measurement Standard: the minimum quality level for tracking and data, defined in the Diagnostic or Service Agreement, required for performance KPIs to apply.
• Provider Tools: the Provider's generic methods, models, templates, scripts, code libraries, prompts, workflows and know-how, existing before the engagement or developed independently of it.
• In Writing: by letter, email or the project-management tool named under article 9. Instant messaging is excluded unless stated otherwise.

3.1. These General Terms and Conditions (« Terms ») apply to all the Provider's services. They form the basis of commercial negotiation within the meaning of article L. 441-1 of the French Commercial Code. They cover in particular:

• the Diagnostic and the Digital Upgrade;
• advertising and acquisition, social media management, landing pages, website creation and email marketing;
• CRM, automation, AI agents, RAG, web applications and Google Workspace;
• Outsourced Marketing Direction;
• training.

3.2. Business clients only. The Services are reserved for businesses acting for the purposes of their trade. The Client declares that it is one. Consumers and non-professionals are not covered by these Terms. The situation of certain small businesses is dealt with in article 34.

3.3. Binding effect. These Terms are sent with every Quote and published on histoires-digitales.fr. Any order means acceptance of these Terms. The Client's general purchasing conditions only apply if the Provider expressly accepts them In Writing. Conflicting clauses have no effect, in accordance with article 1119 of the French Civil Code.

3.4. Negotiation. The Client may negotiate these Terms. Any departure is set out in the Service Agreement and refers to the article it departs from.

4.1. The Contract consists of the following documents. In case of conflict, the document higher in the list prevails:

1. the signed Service Agreement or Quote, with any amendments;
2. the approved Scoping Sheet;
3. the Data Processing Agreement;
4. these Terms;
5. the price list provided with the Quote.

4.2. The Service Agreement departs from these Terms only if it says so expressly and names the article concerned.

4.3. The Contract is the entire agreement of the parties and replaces earlier exchanges on the same subject. Presentations, simulations and published case studies are for information only and are not a commitment to results.

5.1. Qualification (« ROI Audit »). The qualification call is free and non-binding. Its purpose is to check that we are the right partner for the Client.

5.2. Diagnostic. Unless the Quote states otherwise, every « Machine » or « AI Infrastructure » engagement starts with a paid Diagnostic. It produces the current-state assessment, the applicable Measurement Standard and the baseline values of future KPIs.

• Deduction: if the Client signs a Service Agreement within thirty (30) days of receiving the Diagnostic, its price (excl. VAT) is deducted from the first invoice under that Service Agreement.
• Set-up fee: a tracking set-up fee is only charged if the Diagnostic shows that tracking falls short of the Measurement Standard. Its amount is known before anything is signed.

5.3. Quotes. A Quote is valid for thirty (30) days. It relies on the information provided by the Client. If that information proves inaccurate or incomplete, the Provider may revise the Quote before work starts.

5.4. Formation of the Contract. The Contract is formed when the Client accepts the Quote or signs the Service Agreement: by electronic signature, a dated and signed « bon pour accord » (approved), or an express email.

5.5. Start of work. Work starts once the deposit or first payment under article 18 has been received, together with the access and items listed as « start prerequisites » in the Service Agreement. Timelines run from the later of these two events.

6.1. Scoping Sheet. Before any production, the Provider drafts a Scoping Sheet and submits it to the Client. It sets out:

• the goals;
• what is in scope and what is out of scope;
• the Deliverables and their Acceptance Criteria;
• the KPIs, if any;
• the timeline and milestones;
• the items the Client must provide and their deadlines;
• the number of Revisions included;
• the Client's contact person.

6.2. Approval. The Client has five (5) Business Days to approve the Scoping Sheet or request specific corrections. Otherwise, the Provider sends a reminder In Writing. Without a reply within the next three (3) Business Days, the Scoping Sheet is deemed approved.

6.3. Incomplete brief. If the Client does not provide the necessary information, the Provider drafts the Scoping Sheet based on its expertise and the information available. It flags the assumptions made, which the Client may correct within the period in article 6.2.

6.4. Reference document. The approved Scoping Sheet is the single reference for assessing whether Deliverables conform, telling scope apart from a Change Request, and measuring timeliness. Anything not in it is not included.

The Provider undertakes to:

1. perform the Services with the care and skill expected of a digital-marketing professional, in line with best practice. This is a best-efforts obligation unless expressly stated otherwise;
2. assign each account to a named senior lead, stated in the Scoping Sheet, and inform the Client of any change;
3. open and manage advertising, analytics, CRM and domain accounts in the Client's name, unless the Client requests otherwise in writing (article 15);
4. advise the Client loyally and warn it when a request appears contrary to its interests or to regulations;
5. inform the Client without delay of any event likely to affect timelines, budget or results;
6. provide regular reporting at the frequency set in the Service Agreement;
7. meet the service commitments in article 14.2;
8. perform the Services exclusively with the teams named in article 28, without freelancers, except for an exception announced to the Client under article 28.2;
9. make the security of the Client's data its priority, never share it and, on request, host it exclusively in France (article 26.4).

The Client undertakes to:

1. provide accurate, complete and up-to-date information;
2. appoint a single contact person authorised to decide and approve, plus a deputy. Their approvals bind the Client;
3. provide the necessary access, content, brand assets, product information and data on time;
4. respond to approval requests within the periods in article 11;
5. warrant that the content and data it provides are lawful, that it holds the rights to them, and that personal data was collected in compliance with the law;
6. check the regulatory compliance of its products, services and the marketing claims it approves, including the rules specific to its sector;
7. secure its own access, in particular with two-factor authentication;
8. pay invoices when due;
9. cooperate in good faith and inform the Provider of internal changes that may affect the engagement (offer, prices, stock, website, sales team).

9.1. Channels. The official channels are email and the project-management tool named in the Scoping Sheet. Instant messaging (WhatsApp, SMS, etc.) can be used for day-to-day exchanges. A Change Request, an approval or a complaint is only valid through an official channel.

9.2. Availability. The Provider can be reached during Business Hours. It gives a first response to any request within one (1) Business Day.

9.3. Critical incidents. Website down, tracking interrupted, ad account suspended or data leak: the Provider takes charge of the incident within four (4) Business Hours. Out-of-hours on-call cover is only provided if the Service Agreement includes it.

9.4. Meetings. Included meetings are set in the Service Agreement. By default, a monthly steering meeting is included for recurring engagements. Extra meetings requested by the Client are billed at the current hourly rate, announced beforehand.

9.5. Small requests. Recurring engagements include two (2) hours per month for small out-of-scope requests, not carried over. Beyond that, time is billed in 30-minute increments at the current hourly rate. Any work estimated at more than one hour is estimated in advance and approved In Writing.

9.6. Urgent requests. A non-critical request to be handled in less than two (2) Business Days is taken on subject to availability. If accepted, a 50% surcharge applies, announced before work starts.

10.1. Every Change Request is made In Writing.

10.2. Within three (3) Business Days, the Provider states its impact on price, timeline and, where relevant, KPIs.

10.3. The change is only carried out once the Client has approved this impact in writing, through an amendment or an additional Quote. Until then, the original scope applies.

10.4. The Provider may refuse, with reasons, a change that is incompatible with best practice, regulations or the technical consistency of the project.

11.1. Feedback period. The Client sends its feedback within five (5) Business Days of each delivery, consolidated in a single message, from the single contact person, preferably using the template provided by the Provider.

11.2. Actionable feedback. Each piece of feedback states precisely what to change and where, and whether it concerns:

• a gap against an Acceptance Criterion: the fix is free of charge;
• a preference: it counts towards the included Revisions.

General feedback with nothing actionable (« we don't like it », « rework it ») leads the Provider to ask for details. The delivery timeline is suspended until they are received.

11.3. Included Revisions. Unless the Scoping Sheet states otherwise, three (3) Revisions are included per Deliverable. Successive unconsolidated feedback counts as one Revision each. Extra Revisions are billed at the current hourly rate, after an approved estimate.

11.4. Silence. If no feedback is received within the period in article 11.1, the Provider sends a reminder. Without feedback within the next three (3) Business Days, the Deliverable is deemed approved.

12.1. Delivery for testing. The Provider notifies the Client In Writing that a Deliverable is ready for checking, with the Acceptance Criteria checklist where relevant.

12.2. Testing period. The Client has ten (10) Business Days, or five (5) Business Days for recurring Deliverables (content, campaigns, reports), to sign off by acceptance report or email, or to raise written reservations.

12.3. Form of reservations. To be admissible, a reservation must:

• describe the Defect precisely and reproducibly: page, device, browser, steps, screenshot or screen recording, data;
• state the Acceptance Criterion it fails;
• propose a severity level.

A reservation that does not meet these conditions is treated as a Change Request or a Revision.

12.4. Defect classification.

• Blocking: prevents use of an essential function (payment, form, tracking of a main conversion, etc.) with no workaround.
• Major: significantly degrades a planned function, but a workaround exists.
• Minor: any other Defect (cosmetic, text, alignment, etc.).

12.5. Fixes. The Provider fixes Blocking and Major Defects at its own cost within a reasonable time, then resubmits the Deliverable for a check limited to the fixed points. Minor Defects do not prevent sign-off; they are fixed under the warranty in article 13.

12.6. Deemed acceptance. The Deliverable is deemed accepted without reservation when:

• the testing period ends with no sign-off and no admissible reservation;
• the Client puts the Deliverable into production or uses it commercially (website published, campaign live, etc.);
• only Minor Defects remain.

12.7. Persistent disagreement. If, after two rounds of fixes, the parties still disagree on whether a Deliverable conforms, they may jointly appoint an independent technical expert, who rules on the Acceptance Criteria alone. The expert's fees are borne by the Provider if the Deliverable is found non-conforming, and by the Client otherwise.

13.1. For thirty (30) days from sign-off, the Provider fixes free of charge any Defect attributable to it and reported in the form required by article 12.3.

13.2. The warranty does not cover:

• changes requested by the Client;
• work done on the Deliverable by the Client or third parties;
• updates, outages or policy changes of Third-Party Platforms, browsers or systems;
• use that does not follow the documentation provided.

13.3. Beyond that, maintenance falls under a separate Service Agreement or the current hourly rate.

14.1. Two kinds of indicators. The parties distinguish service commitments, which are entirely within the Provider's control, from performance KPIs, which also depend on the Client, the market and Third-Party Platforms.

14.2. Service commitments. Unless the Service Agreement states otherwise, the Provider commits to the following indicators:

For each commitment missed in a month, the Client receives a credit note of 5% of the monthly fees for the Service concerned, capped at 15% per month. The credit is applied to the next invoice without the Client having to ask. It is the only compensation due for service commitments, except in case of gross negligence.

14.3. Performance KPIs. The Service Agreement may set KPIs (cost per lead, qualified lead volume, conversion rate, ROAS, response time, etc.). For each, it states the baseline from the Diagnostic, the target, the measurement source and the measurement period. KPIs are targets, not a guarantee of results; the Provider is bound by an enhanced best-efforts obligation to reach them.

14.4. Conditions for KPIs to apply. A KPI is only assessed if, over the period concerned:

• tracking meets the Measurement Standard;
• the Media Budget spent reaches the minimum set in the Service Agreement;
• the Client provided the planned items and approvals on time;
• the ad creatives were produced by the Provider, or approved by it based on its brief. If the Client produces its own creatives, the KPIs that depend on them are set aside;
• the Client did not significantly change the website, offer, prices, stock or sales handling of leads;
• no external event substantially disrupted Third-Party Platforms (account suspension not caused by the Provider, major algorithm or policy change, outage).

The first ninety (90) days of a new campaign or set-up are a learning period, excluded from KPI assessment.

14.5. If a KPI is missed while these conditions are met:

• within ten (10) Business Days, the Provider presents an analysis of the gap and a corrective action plan, at no extra cost;
• if the target is still missed for three (3) consecutive months after the plan is implemented, the Client may terminate the Service Agreement concerned with one (1) month's notice, without any early termination fee.

14.6. Source of truth. KPIs are measured from the sources named in the Service Agreement (analytics, server-side data, CRM, ad platforms), under the conditions of article 33.

15.1. Accounts in the Client's name. Advertising, analytics, tag manager, CRM, domain-name and shop accounts are opened in the Client's name and at its expense. The Client remains their owner and main administrator; the Provider has delegated access.

15.2. Media Budget. The Media Budget is paid by the Client directly to the platforms, with its own payment method. The Provider never advances Media Budget. If the Client exceptionally entrusts this budget to the Provider, the Service Agreement says so and the budget is funded before any campaign runs. Any increase in Media Budget requires the Client's written approval.

15.3. Platform decisions. Third-Party Platforms alone set their terms, prices, algorithms and moderation rules. The Provider follows their rules and alerts the Client to identified risks. It is not liable for their decisions: ad rejection, account suspension, cost changes, API changes, loss of measurement data due to consent or browsers.

15.4. Subscriptions provided by the Provider. When a tool is provided under the Provider's account (CRM, automation platform, etc.), the Service Agreement states the price, term and included volume. The Client's data remains its property and can be exported at any time in a standard format. At the end of the contract, it is kept for thirty (30) days to allow export, then deleted.

15.5. Third-party costs. Licences, themes, plugins, stock images, fonts, hosting and domain names are paid by the Client and subject to its prior approval. If the Provider advances them with this approval, they are re-invoiced at cost, with receipts.

16.1. Client delays. Any delay by the Client in providing an item or approval moves the timeline back by the same amount, with no penalty for the Provider. The new timeline takes account of the team's workload.

16.2. Pause. The project is paused after fifteen (15) Business Days with no reply or input from the Client, following a written reminder. During the pause, completed milestones and work done can be invoiced, and recurring fees remain due for the commitment period. Restarting incurs a remobilisation fee of €750 excl. VAT.

16.3. Closing a dormant project. After sixty (60) days of pause, the Provider may close the project in writing. It invoices completed milestones and work in progress at time spent, up to the total price, then hands over the paid Deliverables. Any later restart requires a new Quote.

16.4. Provider delays. If a milestone is late solely because of the Provider, it informs the Client and proposes a catch-up plan. If the delay exceeds thirty (30) days after formal notice, the Client may terminate the Service Agreement concerned. It then pays only for the Deliverables received, and amounts paid for Deliverables not handed over are refunded.

17.1. Prices are those in the Quote or Service Agreement, in euros, excluding taxes; VAT is added at the applicable rate. For clients established outside France:

• European Union: VAT reverse-charged to the VAT-registered customer;
• outside the European Union: no French VAT (article 259 B of the French Tax Code);
• Monaco: treated as France for VAT purposes.

17.2. Travel costs outside Île-de-France, Alpes-Maritimes and Monaco require the Client's prior approval and are re-invoiced at cost, with receipts.

17.3. Annual review. Prices for recurring engagements may be reviewed once a year, on the anniversary date, in line with the Syntec index, capped at 5% per year. The Client is informed In Writing at least thirty (30) days in advance.

18.1. Fixed-price projects (websites, landing pages, applications, set-up, Digital Upgrade). Unless the Quote sets a different schedule:

• 50% on order, as a deposit;
• 40% on delivery of the main Deliverable for testing;
• 10% on sign-off, express or deemed (article 12.6).

A project lasting more than three (3) months may be invoiced on a monthly schedule.

18.2. Recurring engagements (acquisition, social media, email, CRM, Outsourced Marketing Direction, subscriptions). They are invoiced monthly in advance on the first day of the month, and paid by SEPA direct debit or by bank transfer received before the 5th of the month. The first month is invoiced on signature, pro rata if needed.

18.3. Diagnostic and training. These are payable 100% on order.

18.4. Payment term. Unless stated otherwise, invoices are payable fifteen (15) days from their issue date, in accordance with article L. 441-10 of the French Commercial Code. No discount is given for early payment.

18.5. Payment methods and security. Payments are made by bank transfer or SEPA direct debit. Any change to our bank details is confirmed by the Provider's President through a second channel; the Client checks this confirmation before paying a new account, to protect itself against bank-detail fraud.

18.6. Electronic invoicing. In accordance with article 289 bis of the French Tax Code and the reform timetable, invoices between VAT-registered businesses established in France are issued, transmitted and received in structured electronic form, through platforms approved by the tax authorities. Accordingly:

• the Provider issues its invoices in structured electronic format through its approved platform;
• before the first invoice, the Client provides its SIREN number, billing address, delivery address if different, and the receiving details of its own approved platform, and reports any change;
• invoices carry the information required by law, including the Client's SIREN, the nature of the transactions (services) and, where applicable, the option to pay VAT on debits;
• the invoice status on the platforms (filed, received, rejected, paid) is binding between the parties. A rejection must state its reasons; a rejection on formal grounds requires the Provider to reissue a corrected invoice, without postponing the due date of the undisputed part;
• for clients established outside France, who are not covered by the reform, the invoice is sent by email in PDF format, and transaction data is reported to the tax authorities where the law requires it.

19.1. Penalties. Any late payment automatically incurs, without prior reminder:

• late-payment interest at the European Central Bank's most recent main refinancing rate plus ten (10) percentage points, and at least three times the French statutory interest rate (article L. 441-10 of the French Commercial Code);
• a fixed recovery fee of forty (40) euros per invoice (article D. 441-5 of the French Commercial Code), supplemented on proof if actual recovery costs are higher.

19.2. Suspension. If an invoice remains unpaid eight (8) days after formal notice In Writing, the Provider may suspend all or part of the Services (articles 1219 and 1220 of the French Civil Code). Timelines are extended accordingly and recurring fees remain due for the commitment period. The Provider never deletes the Client's data and never blocks its own accounts (article 15.1): only Provider-operated services and further work are suspended.

19.3. Acceleration. Where a payment schedule was granted, failure to pay one instalment makes the balance due for work already performed immediately payable.

19.4. Termination. If amounts remain unpaid thirty (30) days after formal notice, the Provider may terminate the Service Agreement concerned automatically by written notice (article 1225 of the French Civil Code). Amounts already due remain payable, as does the fee in article 21.3 if termination occurs during a commitment period.

19.5. Transfer subject to payment. The transfer of intellectual property rights (article 23) and the handover of source code, working files and admin access to items created by the Provider only take place once all amounts due have been paid in full. The Client's personal data and own data are returned to it in all cases.

20.1. Any dispute about an invoice is sent In Writing, with reasons, within eight (8) days of receipt. After that, the invoice is deemed accepted, except for clerical errors.

20.2. A partial dispute only suspends payment of the disputed part.

20.3. The Client may not offset an invoice against an amount it believes it is owed, unless the Provider agrees in writing or the claim is certain, liquid and due (article 1347-1 of the French Civil Code).

21.1. Cancellation before kick-off. If the Client cancels a project before the kick-off meeting, it owes a fee of 20% of the total price excl. VAT, compensating for the team booked. Any excess deposit is refunded within fifteen (15) days.

21.2. Cancellation after kick-off. The Client owes the work performed (completed milestones, then time spent on the current milestone) plus a fee of 20% of the price of work not yet performed, the total being capped at the project price. The completed Deliverables are handed over after payment.

21.3. Commitment period for recurring engagements. Unless the Service Agreement states otherwise, the initial commitment period is six (6) months. If the Client terminates before it ends, other than under articles 14.5, 16.4, 22.3 and 36.8, it owes a fee equal to 50% of the fees remaining until the end of that period.

21.4. Postponement. The Client may postpone the start of a project once free of charge, by up to thirty (30) days, with at least ten (10) Business Days' notice. Beyond that, postponement depends on workload and may incur the fee in article 16.2.

21.5. Nature of these fees. These fees are fixed compensation for booking a salaried team and turning down other work. Their amounts are proportionate and known in advance.

22.1. Term. The term of each Service is set by the Service Agreement. A fixed-price project ends on final sign-off and expiry of the warranty.

22.2. After the commitment period. A recurring engagement continues for an indefinite period. The Client may end it at any time with one (1) month's notice; the Provider with two (2) months' notice, increased to three (3) months after two years of relationship. The Provider reminds the Client in writing of the end of the commitment period at least thirty (30) days in advance.

22.3. Termination for breach. Either party may terminate the Service Agreement concerned for serious breach by the other, after formal notice describing the breach has gone unremedied for fifteen (15) days (articles 1224 to 1226 of the French Civil Code). If the breach is the Provider's, no termination fee is due and amounts paid for services not performed are refunded.

22.4. Termination by the Provider during the commitment period. The Provider may only do so with two (2) months' notice; it then refunds pro rata any amounts received in advance.

22.5. Contracts are independent. The end of one Service Agreement does not affect the others, unless the Service Agreement states that they are technically inseparable.

22.6. Handover. At the end of the contract, whatever the reason, and once amounts due have been paid, the Provider hands over to the Client within fifteen (15) Business Days the admin access, data exports, configuration documentation and paid Deliverables, then removes its own access. Transition support to a new provider is included up to two (2) hours.

23.1. Assignment to the Client. Subject to full payment of the price, the Provider assigns to the Client, exclusively, the economic copyright in the Deliverables created specifically for it and selected by it: the rights to reproduce, communicate to the public, adapt, modify and translate, on all media and by all means known or yet to come, worldwide, for the full legal term of protection, for the needs of the Client's business (communication, promotion and commercial use). The price of the assignment is included in the price of the Service (article L. 131-3 of the French Intellectual Property Code).

23.2. Before payment. Until full payment, the Client has a non-exclusive, revocable right of use limited to testing.

23.3. Provider Tools. The Provider retains ownership of the Provider Tools, even when built into a Deliverable, and grants the Client a non-exclusive, free, worldwide licence for the life of the Deliverable, limited to its use.

23.4. Third-party items. Third-party items (fonts, stock photos, themes, plugins, open-source libraries, AI models) remain subject to their own licences, which the Provider points out to the Client.

23.5. Unselected proposals. Mock-ups, concepts and proposals not selected remain the Provider's property.

23.6. Source code and working files. The source code of websites and applications developed for the Client is handed over on final sign-off. Working files (Figma, design sources, raw footage) are handed over if the Service Agreement provides for it, or on quote.

23.7. Warranty. The Provider warrants that the Deliverables it creates do not infringe third-party rights, excluding content and instructions provided by the Client. The Client gives the same warranty for the items it provides.

23.8. Moral rights. Authors' moral rights are respected. The Client does not distort a Deliverable that remains credited to the Provider.

Unless the Client refuses in writing, the Provider may cite its name and logo as a reference and show non-confidential work in its portfolio. Any case study containing performance figures requires the Client's prior approval of its content. The Client may withdraw its approval at any time for the future.

25.1. Each party keeps the other's non-public information confidential (data, strategy, figures, prices, access, know-how) and uses it only to perform the Contract.

25.2. This obligation lasts for the term of the Contract and three (3) years after it ends, and indefinitely for login credentials, personal data and trade secrets.

25.3. Information is not confidential if it is public through no fault of the receiving party, already known to it, lawfully received from a third party, or required to be disclosed by law or an authority.

26.1. Each party complies with Regulation (EU) 2016/679 (« GDPR ») and the French Data Protection Act.

26.2. Data processed for the Client. For personal data processed on the Client's behalf (prospects, customers, audiences, tracking, CRM), the Client is the controller and the Provider the processor. A Data Processing Agreement compliant with article 28 GDPR, provided with the Service Agreement, sets out in particular the Client's instructions, security measures, breach notification within forty-eight (48) hours, the list of sub-processors and the return or deletion of data at the end of the contract.

26.3. Client responsibilities. The Client guarantees the legal basis of its processing, information to individuals and the collection of consent, in particular for cookies and trackers. The Provider configures consent tools in line with CNIL guidance and alerts the Client to any non-compliance found; the final choice belongs to the Client.

26.4. Your data security is our priority. Accordingly:

• Data secured and never shared. The Client's data is protected (named access, two-factor authentication, encrypted transmission). It is never sold, rented, shared or disclosed to anyone, except where the law requires it;
• Our working tools. For communication, documents and client relationship management, the Provider uses Google Workspace and HighLevel. The client portal is hosted on HighLevel. These providers' servers may be located outside the European Union, in particular in the United States; these transfers are governed by their data processing agreements, by the EU–US Data Privacy Framework where the provider is certified and, failing that, by the European Commission's standard contractual clauses;
• Hosting in France on request. At the Client's request, all its data (files, exports, reports, databases, websites and backups) can be hosted exclusively on servers located in France, with o2switch or OVHcloud. Only the client portal then remains on HighLevel, and the Client chooses what information appears there;
• PT Media Group Asia's engineers work remotely on the Provider's systems. Their access is named, limited to what is strictly necessary, protected by two-factor authentication and logged. They do not download any personal data to their devices;
• the GDPR treats remote access from a third country as a transfer. Where this access concerns personal data, it is therefore governed by the European Commission's standard contractual clauses (decision 2021/914);
• the Client may require that certain data be accessible only to the Provider's teams in France;
• data held in Third-Party Platforms (ad platforms, analytics, CRM, etc.) stays in the Client's accounts and is located according to those platforms' terms, chosen by the Client or listed in the Data Processing Agreement.

26.5. Data about the Client. The Provider processes data about its clients and prospects as controller, to manage the business relationship, in accordance with its privacy policy. Rights can be exercised at welcome@histoires-digitales.fr.

27.1. The Provider may use artificial intelligence tools to perform the Services. Any content produced with their help is reviewed and approved by a human before delivery.

27.2. The Provider does not enter the Client's confidential information or personal data into tools that reuse them to train their models.

27.3. AI systems delivered to the Client. For delivered agents, chatbots, RAG and automations, the Client is the deployer within the meaning of Regulation (EU) 2024/1689 (« AI Act »). By default, the Provider configures user information, so users know they are interacting with an AI, and the labelling of generated content, in line with the applicable transparency obligations. The Client remains responsible for using the system, the decisions it takes from it and human oversight.

27.4. An AI system's answers may contain errors. The Provider commits to the design, configuration and tests agreed in the Acceptance Criteria, not to the accuracy of each generated answer.

28.1. Who performs your Services. All Services are designed, produced and delivered exclusively by:

• Jean-Marc Lahaye, Anaïs Mallégol and the Provider's employees in France;
• the salaried engineers of PT Media Group Asia, a company incorporated under Indonesian law in Jakarta and owned by Jean-Marc Lahaye, which handles technical production.

By accepting these Terms, the Client accepts this subcontractor (French law no. 75-1334 of 31 December 1975).

28.2. No freelancers. The Provider does not use freelancers. Exceptionally, for a rare skill, it may call on an independent specialist chosen from a small circle of trusted partners. It then informs the Client In Writing before any work starts, stating that person's identity and role. The Client may refuse. The specialist is bound by the same confidentiality and security obligations as the Provider's teams (articles 25 and 26.4).

28.3. One accountable party. The Provider remains the Client's single point of contact. It is liable for the work of PT Media Group Asia, or of an exceptional specialist, as for its own.

28.4. Offline services (events, photography, video, branding) may be offered by the sister agency Monaco Marketing, under a separate contract with it.

29.1. Each party is liable for the direct and foreseeable damage it causes the other through proven fault.

29.2. The Provider is not liable for indirect damage: loss of revenue, margin, customers or opportunity, reputational harm, nor for damage resulting from Third-Party Platform decisions, choices imposed by the Client or content it provides.

29.3. Cap. The Provider's total liability under a Service Agreement is limited to the fees (excl. VAT) actually paid under that Service Agreement in the twelve (12) months before the event giving rise to the claim, excluding Media Budget and third-party costs.

29.4. This cap does not apply to gross negligence or wilful misconduct, personal injury, or where the law prohibits limiting liability. It does not deprive the Provider's essential obligation of effect (article 1170 of the French Civil Code).

29.5. Time limit. Any liability claim relating to the performance of a Service must be brought within one (1) year from the day the claiming party knew or should have known of the damaging event (article 2254 of the French Civil Code).

29.6. Insurance. The Provider holds professional liability insurance with Hiscox. A certificate is available on request.

During the Contract and for twelve (12) months after it ends, each party agrees not to solicit or hire, directly or indirectly, an employee of the other party who worked on the engagement, without that party's written consent. Employees of PT Media Group Asia are covered in the same way as the Provider's. In case of breach, the defaulting party pays compensation equal to six (6) months of the employee's last gross salary.

31.1. Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code, such as a major outage or cyberattack affecting a Third-Party Platform or hosting provider, a decision by an authority, a pandemic or a natural disaster, where the legal conditions are met.

31.2. The affected party informs the other In Writing within eight (8) days. The affected obligations are suspended, except payment for services already performed.

31.3. If the impediment lasts more than sixty (60) days, either party may terminate the Service Agreement concerned without any fee. Services performed remain payable.

32.1. The parties have set precise mechanisms for dealing with performance issues: acceptance testing (article 12), warranty (article 13), service commitments and credit notes (article 14), termination (article 22). Accordingly:

• the Client does not reduce the price unilaterally under article 1223 of the French Civil Code; any reduction results from a written agreement or a court decision;
• the Client does not have the Services performed by a third party at the Provider's expense under article 1222 of the French Civil Code without prior court authorisation.

32.2. Given the price-review clause in article 17.3 and the termination rights in article 22, the parties exclude article 1195 of the French Civil Code. If an unforeseeable change of circumstances made performance excessively onerous for one of them, they undertake to renegotiate in good faith.

33.1. The following are evidence of exchanges, approvals and results, unless proven otherwise (article 1368 of the French Civil Code):

• emails and messages in the project-management tool, with their timestamps;
• data and reports from the Third-Party Platforms and measurement tools named as sources in the Service Agreement;
• login and deployment logs;
• acceptance reports and the approved Scoping Sheet.

33.2. Any challenge to the quality or results of a Service relies on these sources or on objective evidence of at least equivalent value.

34.1. Where the Client employs five (5) people or fewer, the contract is concluded off-premises (for example at the Client's premises or at an event) and its subject falls outside the Client's main business, the Client benefits from the protections of article L. 221-3 of the French Consumer Code, including a fourteen (14) day right of withdrawal. The Provider then gives it the withdrawal form.

34.2. The Provider only starts work before this period ends at the Client's express request. If the Client later withdraws, it pays an amount proportionate to the services provided until it communicated its decision (article L. 221-25 of the French Consumer Code).

35.1. Training courses and masterclasses are reserved for businesses. Access is personal and named; logins may not be shared. If sharing is found, access may be suspended after an unheeded warning.

35.2. Online content. Access opens on receipt of payment, for the duration stated in the offer. Once access is open, no refund is possible, except for a technical fault the Provider has not fixed.

35.3. Live sessions. Cancellation by the Client:

The Client may replace a participant with another at any time, free of charge. The Provider may postpone a session if there are too few participants or the trainer is unavailable, with at least seven (7) days' notice, except in case of force majeure; the Client then chooses between postponement and a full refund.

35.4. Unless the offer states otherwise, training is not delivered by a Qualiopi-certified body and is not eligible for public or pooled funding (OPCO, CPF). A certificate of attendance is issued.

35.5. Training materials are protected by copyright and licensed for internal use. Copying them or sharing them with third parties is prohibited.

36.1. Notices. Formal notices and terminations are sent by registered letter with acknowledgement of receipt or by electronic registered letter. Other communications are made In Writing.

36.2. Electronic signature. The parties recognise the validity of electronic signatures (Regulation (EU) no. 910/2014 « eIDAS » and article 1367 of the French Civil Code).

36.3. Assignment. The Client may not assign the Contract without the Provider's written consent. The Provider may assign it to a company in its group or on transfer of its business, after informing the Client.

36.4. Independent parties. Each party acts in its own name and on its own behalf. Neither is the other's agent, unless under a specific written mandate.

36.5. Severability. If a clause is void, the others remain in force. The parties replace it with a clause whose effect is as close as possible.

36.6. No waiver. Not enforcing a breach does not waive the right to enforce it later.

36.7. Language. These Terms are written in French. An English translation is provided for convenience; in case of discrepancy, the French version prevails.

36.8. Changes to these Terms. The Terms applicable to an order are those in force on its date. For a recurring engagement, a new version applies from the anniversary date, after at least thirty (30) days' notice; the Client may refuse it by terminating without any fee before that date.

37.1. The Contract is governed by French law.

37.2. Amicable settlement. In case of dispute, the party acting first sends the other a written statement with reasons. The executives meet within fifteen (15) days, in person or by video call. If no agreement is reached within thirty (30) days of notification, the parties may use mediation through the Médiateur des entreprises (free of charge) or the Paris Mediation and Arbitration Centre (CMAP).

37.3. Debt recovery. This amicable procedure does not apply to recovering invoices not disputed within the period in article 20, and does not prevent urgent interim measures or an order for payment.

37.4. Jurisdiction. Failing amicable settlement, and where both parties are traders, exclusive jurisdiction is given to the Tribunal des activités économiques de Paris (Paris Economic Activities Court), or any court that succeeds it, even with multiple defendants or third-party claims.