General Terms of Sale

1. Contractual documents

The present general terms of sale (“General Terms”) govern contractual relations between Newords and its Clients, the latter accepting their provisions without reservation. No special terms or conditions shall prevail over them without the express written agreement of Newords. The fact that Newords may not avail itself at any given time of any of the provisions hereof shall not be deemed to constitute a definitive waiver on its part of its right to so avail itself in the future.

2. Contractual services/Orders

All orders shall be covered by a quotation issued by Newords and submitted to Client for agreement. Any service not expressly referenced in the initial quotation must be covered by an additional quotation. In order to give firm and final confirmation of an order, Client shall return to Newords the quotation, without amendment of any kind, either by postal mail or by fax, duly signed with said signature being preceded by the handwritten statement “good for agreement”, or alternatively by means of an email containing a formal expression of its agreement. Failing such receipt of the quotation indicating acceptance, Newords reserves the right to refrain from commencing provision of the service. Newords undertakes to perform within the agreed timeframe the services described in the quotation thus accepted, always provided however that Newords shall have received from Client the entirety of the documents and information necessary to performance of the service.

Failing confirmation of the order in accordance with the procedures detailed in the quotation within a time period of 1 (one) month from the date of sending of such quotation, the quotation shall be deemed to have expired. In that case, Newords reserves the option, after having informed Client accordingly, of increasing the price for the services and/or modifying the delivery date shown in the initial quotation sent to, and agreed by Client. In the absence of Client’s express agreement to the new terms of billing and/or delivery, Newords reserves the right to refrain from commencing provision of the service.

3. Obligations of Newords

The contractual services shall be provided in accordance with customary professional practice. Newords shall devote its best efforts to performing the service with due regard to Client’s specific requests, in light of the information and documents supplied by Client for that purpose. However, Newords declines all liability in the event of non-compliance of the service provided where this results from the material provided by Client.

4. Confidentiality

Newords undertakes to protect the confidentiality of the documents and information of which it is made aware prior to, during and following performance of its contractual service. Additionally, Newords undertakes to limit disclosure of same to those individuals requiring such disclosure in connection with the performance of the service. Newords is however expressly authorized by Client to include references to its activities on behalf of Client in its external communication using all and any media, always provided however that the terms of the present clause shall be respected.

5. Client’s obligations

Client undertakes to provide to Newords all and any assistance that may be necessary to the satisfactory performance of the latter’s obligations. In this regard, Client shall be obliged to:
* Provide the information necessary to the performance of the contractual services, such information to be complete, accurate, freely useable and compliant with applicable regulations,
* Appoint a contact person empowered to take all and any decisions that may be necessary to the performance of the contractual services,
* Monitor performance of the services, making in writing any observations that may be necessary.

Client shall bear sole liability with regard to Newords for all and any consequences that may flow from information provided to Newords that is false, inaccurate, obsolete or prejudicial to third-party rights. Client shall have a period of 10 (ten) working days from receipt of the deliverables to express in writing any dispute with regard to the quality of the contractual service provided. On expiry of the above time period, the service shall be deemed to have been satisfactorily performed and shall not be open to dispute. In this regard, Client shall accept as proof of the date of receipt of the deliverables all and any information establishing with certainty a date of communication by postal mail, fax or electronic mail. It is Client’s sole responsibility to verify that it has valid title to the intellectual property rights attaching to the items sent by it, in addition to all and any consents necessary for the service it provides.

6. Prices, expenses and payment arrangements

The price charged for the contractual service shall be that determined or able to be determined by the quotation. Where, in circumstances of especial urgency, no prior quotation has been provided to Client by Newords, any service provided shall be billed in accordance with the price or scale of which Client has been informed by all and any means prior to performance of the service. Prices shall be understood to be exclusive of tax. Travelling, subsistence and accommodation expenses incurred at the request of Client by Newords and expenses arising from transportation and dispatch shall be billed to Client at cost price, supporting documentation to be produced. All other expenses shall require the prior agreement of Client. The price for the services shall be payable in accordance with the payment schedule indicated in the agreed quotation. In the event of delay in payment, any service still ongoing may be suspended as of right by Newords until full settlement of the relevant amount, in accordance with the time period stipulated for payment in the bill, no prior formal demand being required. Invoices shall be payable no later than 30 days from the date of billing. No discount will be granted for early payment. Delay in payment of a bill shall initiate as of right and without requirement of prior formal notice in compliance with Article L.441-6 of the French Code of Commercial Law, the application of interest at a rate equal to three times the legal rate, plus a flat-rate amount of €40 as compensation for collection costs.

7. Termination

In the event of cancellation by Client of an order in progress, irrespective of the reason for such cancellation, the service will be billed as follows: work already carried out will be billed to Client in its entirety, to which shall be added one half of the amount due for the work remaining to be done. Where either party is in breach of its obligations hereunder, the other party may terminate the order as of right after issuance of a formal notice that has failed to elicit a satisfactory response before expiry of a period of 5 (five) working days, without prejudice to any claim for legal damages.

8. Liability

Newords is placed under an obligation to devote its best efforts to the provision of its contractual services. Newords shall not be held liable for any prejudice caused to Client or third parties where this is linked, whether directly or indirectly, to material provided by Client in connection with the contractual service. Client enjoys exclusive control of the documents provided by Client to Newords, and subsequently, with regard to its use, of the material returned by Newords as part of its contractual service. Client shall continue to bear in this regard sole liability for any prejudice, whether direct or indirect, arising from its utilization of the deliverables. Furthermore, Newords cannot be held liable for any direct or indirect prejudice caused to Client or third parties due to a delay in delivery where this is notably due to force majeure, in accordance with established case law in this context, possible delays in transmission, irrespective of the means employed (fax, email, postal mail, etc.), or the actions of Client. In any event, compensation to be provided by Newords in connection with the liability of Newords cannot exceed the amount of the relevant billing.

9. Assignment of rights

All intellectual property rights attaching to deliverables and held by Newords shall be immediately assigned to Client in their entirety and without limit in time or space following payment of the whole price for the contractual service as billed. The rights thus assigned shall match the uses to which reference is made in the quotation and/or the invoice. Any other use or reuse by Client must be covered by a prior agreement from Newords, and may where applicable lead to additional billing.

In the absence of a written agreement between the parties, Client shall bear sole liability for any and all uses of the deliverables, most notably with regard to due verification of the existence of prior rights held by third parties. Client undertakes to devote its best efforts when using the material connected with the contractual service to refer to the contribution of Newords in the provision of the service.

10. Information on the protection of personal data

The purpose of this paragraph is to inform the Client about data concerning them that is collected, how such data is used, how long it is stored, what rights the Client has and how said rights may be exercised.
The entity responsible for processing the personal data is Newords SARL, a French limited liability company with registered capital of €10,000, entered in the Paris company register under number 754 012 599, whose registered office is at 142 rue de Rennes, 75006 Paris.

– Regarding the nature of the personal data collected:
The data collected is only used to manage the agreement between Newords and to perform the service that is the subject of the agreement. Only data required for these purposes is collected and processed. Newords is the direct recipient of the data.
The personal data collected includes surname, first name and other identifying information about the interlocutor(s), contact details, any financial and/or bank details, and information relating to the service that is the subject of the agreement.

– Regarding the purposes for processing the personal data:
Newords uses the data collected for the following purposes:

to perform the agreement, i.e., to manage the agreement or perform the service, and to monitor the relationship with the customer,
to serve the legitimate interest of Newords, i.e., to keep track of contractual obligations performed for the Client, carry out analyses or statistical work, optimize sales management, train employees or improve service quality, and
to comply with legal and regulatory obligations, i.e., to implement measures to ensure legal and security compliance and respond to requests from duly authorized public or legal authorities.

– Regarding the legal basis and processing time for personal data:
Data is stored within the scope of the performance of the agreement in order to comply with applicable laws and regulations, or with regard to the applicable limitation periods. The processing of personal data is justified on various bases in accordance with the use that will be made of it. The applicable legal bases include:

the agreement and the performance thereof (5 years as from the last action carried out within this context),
express consent (3 years for direct marketing, unless the Client withdraws their consent),
the legitimate interest of Newords, unless the Client objects (13 months for cookies as from the date of consent),
the law (5 years with respect to fraud prevention).

– Regarding the transmission of personal data:
Newords is likely to share the data collected from Clients with service providers or subcontractors in strict compliance with these provisions and within the scope of the aforementioned purposes. Newords will ensure that its service providers and subcontractors implement the appropriate security precautions as regards the personal data that they process and that they comply with the legislation in force in this regard.
The personal data collected may also be transmitted at the request of legal or financial authorities or other government bodies, as well as of regulated professions such as lawyers.

– Clients’ rights with respect to their personal data:
All users have the right to manage their personal data:

a right to access: to obtain information relating to the processing of their data as well as a copy of it,
a right to rectification: in the case of inaccurate or incomplete data, in order that such data be changed,
a right to erasure or to be forgotten: to erase personal data within the limits permitted by the law,
a right to object to the processing of data: to object to the processing of personal data and in particular, at any time, to the processing of data for direct marketing purposes, including profiling related to such direct marketing,
a right to withdraw consent: when the processing of data has been subject to consent, the user has the possibility to withdraw the consent at any time,
a right to portability: to recuperate data provided or transmit it to a third party if technically possible.

– Conditions for the performance of Clients’ rights with respect to their personal data:
Any users wishing to exercise their rights may send a written request:

by regular mail to the company’s registered office: 142, rue de Rennes, 75006 Paris
via the contact form on the website,
by email to: contact@newords.fr,

Any request must be precise and justified. Notably, the user must precisely specify his/her surname, first name, address and email address, and attach copy of his/her ID to the request in order that he/she may be identified with certainty.

Pursuant to the regulations in force, for any question regarding data protection:

the user may make a request the company’s data protection officer (DPO) via the aforementioned channels, or
contact the CNIL (French Data Protection Authority – www.cnil.fr) for any information and/or to lodge a complaint.

11. Governing law and jurisdiction

These General Terms are governed by the laws of France. Any dispute shall be laid before the Commercial Court of Paris, which shall enjoy exclusive competence, subject however to exclusive competence provisions in law.