Terms and conditions
of sale
1. General terms and conditions of sale
In accordance with Article L 441-1 of the French Commercial Code, these General Terms and Conditions of Sale constitute the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which the company Luminaverse (“The Service Provider”) provides the following services to professional customers (“The Customers or the Customer”) who request them, by direct contact or via a paper medium: Brading, Image & Digital (“the Expertise”).
They apply, without restriction or reservation, to all Services provided by Luminaverse to Customers, regardless of any clauses that may appear in Customer documents, and in particular the Customer’s general terms and conditions of purchase.
In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, to enable him to place an order with Luminaverse. They are also available on the website www.luminaverseagency.com
They will also be communicated to any Customer prior to the conclusion of a single agreement referred to in article L 441-3 of the French Commercial Code, within the legal deadlines. Any order for Services implies, on the part of the Customer, acceptance of these General Terms and Conditions of Sale, the general terms and conditions of use of the website and the Luminaverse application.
Luminaverse is entitled to make any changes it deems necessary. The information contained in Luminaverse’s catalogues, prospectuses and price lists is given for information only and may be revised at any time.
In accordance with the regulations in force, Luminaverse reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Customer, by indicating the derogatory terms on the contractual documents (quotations and invoices).
2. Sales of services
1. Sales of Services are only valid after express written acceptance of the quotation by the Customer. Luminaverse has electronic means of ordering (including acceptance and confirmation) (DocuSign or other electronic signatures) allowing Customers to order services in the best conditions of convenience and speed.
The Customer has the opportunity to check the details of their order and its total price and to correct any errors before confirming their acceptance (article 1127-2 of the French Civil Code). This confirmation implies acceptance of these General Terms and Conditions of Sale in their entirety and constitutes proof of the contract.
Acceptance and signature of the quotation constitute a firm commitment by the Customer for the entire duration of the planned service. Acceptance and validation of the order are confirmed by e-mail. The data recorded in the computer system of the company Luminaverse constitute proof of all transactions with the Customer.
2. In the case of an order for a community management service, any changes to the order requested by the Customer will only be taken into account, within the limits of Luminaverse’s possibilities, if they are made before the photo shoot is carried out. They must be notified in writing, at least eight days before the date scheduled for the provision of the Services ordered, after signature by the Customer of a specific order form and possible adjustment of the price.
3. In case of cancellation of the order by the Customer less than forty-eight hours before the photo shoot, a penalty of € 150 excluding VAT will be applied.
If the order is cancelled after the photo shoot has taken place, for any reason other than force majeure, a sum corresponding to 40% of the total price excluding VAT of the Services will be retained by Luminaverse and invoiced to the Customer, by way of damages, as compensation for the loss thus suffered.
From the date of signature of the contract, except in exceptional cases admitted at the time of signature of the contract, the Customer will have a maximum of 30 days to accept a briefing date proposed by the Luminaverse teams in order to start the collaboration. Failing this, the Customer will have to pay a penalty corresponding to 40% of the sums that should have been paid over the months of delay. From the briefing, the posts must effectively begin within 1 month, failing a response from the Customer within this period, the Customer will be charged 40% of the amount that would have been paid throughout the duration of the contract as penalties for early termination.
As indicated in article 5.2, the Customer is bound by an obligation to cooperate, failing which it will be deemed not to have fulfilled its contractual obligations and the contract may be terminated for fault on the part of the Customer, who will be liable for early termination penalties.
4. The contract is concluded for a fixed term. It is tacitly renewed at each expiry date for a period identical to that of the first subscription.
The Customer may not terminate the contract during the period for which it is committed. In the event of early termination, the Customer must pay Luminaverse a sum corresponding to 40% of the total price excluding VAT of the service remaining until the end of the period. The Customer who wishes to prevent the tacit renewal of the contract must send its request to Luminaverse, no later than 30 days before the expiry date of the contract, by any written means.
During periods when the Customer’s establishment is closed, the contract with Luminaverse is not suspended.
3. Price list
Services are provided at Luminaverse’s rates in force on the day the order is placed, in accordance with the quotation previously drawn up by Luminaverse and accepted by the customer, as indicated in the “Orders” article above.
Prices are net and exclusive of VAT. An invoice is drawn up by the Service Provider and sent to the Customer each month for the provision of the agreed Services.
If the Customer cancels the order less than forty-eight hours before the photo shoot, a penalty of €150 excluding VAT will be applied.
Furthermore, it is specified that for all photo shoots carried out outside the Ile de France region, the Customer will be billed for the photographer’s transport costs. The Customer may benefit from price reductions depending on the number and Services ordered, or the regularity of its orders for Services, under the terms and conditions described in Luminaverse’s price list.
4. Conditions and regulations
1. The price is payable in cash on presentation of the invoice and in accordance with the terms defined with the customer in the quotation.
The subscription is payable monthly for the duration of the commitment defined in the quote and accepted by the customer.
The first payment will be made once the briefing has been carried out by a member of our team, and for other services, as soon as the service is made available. The other payments will be made at the beginning of each month, at the agreed time and on presentation of the invoice.
The following secure payment methods are used:
– As this is a subscription, payment of each invoice is by direct debit – Exceptionally, payment by cheque or bank transfer may be accepted.
No additional fee, higher than the costs borne by the Service Provider for the use of a means of payment may be charged to the Customer. No discount will be applied by Luminaverse for payment before the date shown on the invoice or within a period less than that mentioned in these General Terms and Conditions of Sale.
In the event of non-payment of a direct debit, the Customer will be contacted and must send proof of transfer to Luminaverse on the same day. In the event of non-payment, the subscribed services will be automatically suspended. No invoice reduction will be granted in the event of suspension for non-payment.
In the exceptional case of payment by bank transfer or cheque, payment must be made in advance at the beginning of the period. If payment is not received, the services will also be suspended and the Customer will not be entitled to any discount for non-performance in the event of non-payment.
2. In the event of late payment and payment of the sums due by the Customer after the deadline set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at an annual rate of 15% of the amount inclusive of tax of the price of the Services shown on the invoice, will be automatically and automatically due to the company Luminaverse, without any formality or prior notice.
In the event of non-compliance with the above payment conditions, Luminaverse also reserves the right to suspend or cancel the supply of the Services ordered by the Customer, to suspend the performance of its obligations and to reduce or cancel any discounts granted to the Customer.
In the event of non-payment, a fixed indemnity for collection costs of €40 will be applied per invoice.
5. Terms of service
1 Luminaverse undertakes to carry out the task(s) specified in the quotation in accordance with good practice and in the best possible manner. This obligation is, by express agreement, purely an obligation of means.
The provision of the Services requested by the Customer begins: following receipt by Luminaverse of the quotation duly accepted and signed by the Customer.
It continues for the duration of the subscription until the end of the term.
Luminaverse shall not be liable to the Customer for any delay in the provision of the Services not exceeding one month. In the event of a delay of more than one month, the Customer may request the cancellation of the sale.
Luminaverse may not be held liable in the event of delay or suspension of the provision of the Service attributable to the Customer, or in the event of force majeure.
In the event of a specific request from the Customer concerning the conditions of supply of the Services, duly accepted in writing by Luminaverse, the related costs will be subject to specific additional invoicing, on the basis of an estimate accepted in advance by the Customer.
In the event that a number of round trips is specified in the contract, the Customer requesting additional modifications will receive an additional invoice to be paid under the same conditions as the other invoices.
In case of a specific request from the Client regarding the supply conditions of the Services, duly accepted in writing by the company Luminaverse, the related costs will be subject to a separate additional invoice, based on a previously accepted quote by the Client.
In the event that a number of round trips are specified in the contract, the Client requesting additional modifications will receive an additional invoice to be settled under the same conditions as other invoices.
In the absence of reservations or claims expressly made by the Client upon receipt of the Services, they will be deemed to be in conformity with the order, in terms of quantity and quality.
The Client will have a period of eight days from the provision of the Services to make, in writing, such reservations or claims, along with all relevant justifications, to the company Luminaverse.
No claim will be validly accepted in case of non-compliance with these formalities and deadlines by the Client. Luminaverse will refund or rectify the Client (to the extent possible) as soon as possible and at its own expense, according to appropriate and agreed-upon methods by the Client, for the Services whose lack of conformity has been duly proven by the Client.
2.The Client will provide the company Luminaverse with all the information that can contribute to the successful completion of the contract.
The Client will ensure, in particular, that access to their social media accounts is always available to Luminaverse, as the company would not be able to fulfill its mission without such access.
It is specified that in the event of a change in the access codes to the client’s social media accounts, the client must promptly communicate them to Luminaverse so that it can continue its mission.
The voluntary change by the client of the access codes to their social media accounts, as well as the cessation of subscription payments, constitute a fault in the execution of the contract that may lead to the award of damages and compensation.
6. Service Provider’s Liability
The services provided by Luminaverse are in accordance with their description in the catalog or commercial documentation. It is the responsibility of the Client to prove any potential non-conformity. The Client, being a professional, is solely responsible for the consultation and selection of the services provided by the Service Provider.
Luminaverse guarantees, in accordance with legal provisions, the Client against any non-conformity of the services resulting from a design or supply defect of said services, excluding any negligence or fault on the part of the Client.
The liability of Luminaverse can only be incurred in case of proven fault or negligence and is limited to direct damages, excluding any indirect damages of any kind.
In order to assert its rights, the Client must, under penalty of forfeiture of any related action, inform Luminaverse in writing of the existence of defects within a maximum period of eight days from their discovery.
Luminaverse will rectify or have rectified, at its exclusive expense, according to appropriate and agreed-upon methods by the Client, the services deemed defective.
In any case, if the liability of Luminaverse is established, the Provider’s warranty would be limited to the net amount paid by the Client for the provision of services.
7. Right of Withdrawal
In accordance with current legislation, the professional Client may benefit from the right of withdrawal if they meet the following three cumulative conditions (Article L 221-3 of the Consumer Code):
The contract must be concluded outside the establishment (Article L 221-1 I 2° of the Consumer Code).
The subject of the contract must not fall within the scope of the company’s main activity.
The number of employees in the company must be less than or equal to 5.
In this specific case, a withdrawal period of 14 days starts from the conclusion of the contract for exercising the right of withdrawal with the Service Provider and canceling the order, without having to justify reasons or pay penalties, for the purpose of reimbursement, unless the provision of services has commenced, with the Client’s agreement, before the end of the withdrawal period.
In the event of exercising the right of withdrawal within the aforementioned period, only the price of the ordered services is refunded.
The refund of the amounts actually paid by the Client will be made within 15 days (at the latest, 14 days) from the receipt by Luminaverse of the Client’s withdrawal notification.
8. Unforeseen Circumstances
In the event of a change in unforeseeable circumstances at the time of contract formation, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume a risk of excessively burdensome performance may request a renegotiation of the contract from its contracting party.
If the renegotiation is successful, the Parties will promptly establish a new order formalizing the result of this renegotiation for the Supply of Services operations concerned.
Furthermore, in the event of unsuccessful renegotiation, the Parties may, in accordance with the provisions of Article 1195 of the Civil Code, mutually request from the court the resolution or adaptation of the contract.
In the event that the Parties do not reach an agreement to jointly request the court within one month from the acknowledgment of this disagreement, the most diligent Party may independently petition the court for a revision or resolution of the contract.
However, if the change in unforeseeable circumstances at the time of contract formation is permanent or persists beyond one month, the present contract shall be purely and simply resolved according to the procedures defined in the “Resolution for Unforeseen Circumstances” article.
9. Specific Performance
In the event of a breach by either Party of its obligations, the aggrieved Party has the right to request specific performance of the obligations arising from this agreement. In accordance with the provisions of Article 1221 of the Civil Code, the creditor of the obligation may pursue specific performance after a simple notice, sent to the debtor of the obligation by registered letter with acknowledgment of receipt, has remained unsuccessful, unless it proves to be impossible or there is a manifest disproportion between its cost for the debtor in good faith and its interest for the creditor.
By express derogation from the provisions of Article 1222 of the Civil Code, in the event of a breach by either Party of its obligations, the aggrieved Party cannot personally enforce the obligation through a third party at the expense of the defaulting Party. However, the creditor of the obligation may request in court that the defaulting Party advances the necessary sums for such execution.
In the event of non-performance of any of the obligations incumbent upon the other Party, the aggrieved Party may seek the resolution of the contract according to the procedures defined in the “Contract Resolution” article.
10. Litiges
In order to jointly find a solution to any dispute that may arise in the execution of this contract, the contracting parties agree to meet within eight days from the receipt of a registered letter with acknowledgment of receipt, notified by either party.
This amicable settlement procedure is a mandatory prerequisite before initiating legal action between the parties. Any legal action filed in violation of this clause would be deemed inadmissible.
However, if, at the end of a one-month period, the parties fail to reach an agreement on a compromise or solution, the dispute will then be submitted to the designated judicial authority.
Pursuant to Article 1540 of the Code of Civil Procedure, if the parties reach an agreement, it shall be documented in writing, signed by each of them. The settlement shall be drafted in the French language. In case of translation into one or more languages, only the French text shall prevail in the event of disputes.
The parties may also agree to request the competent judge to approve the agreement in order to give it enforceable force (Article 1541 of the Code of Civil Procedure).
11. Client’s Acceptance and Signature
The present General Terms and Conditions of Sale are expressly agreed upon and accepted by the Client, who declares and acknowledges having full knowledge of them, and therefore waives the right to rely on any contradictory document, including their own general purchasing conditions, which will be unenforceable against the Service Provider, even if the Service Provider is aware of them.