General Terms and Conditions of Sale

1 - PARTIES TO THE CONTRACT

The term "Client" means any person or entity, having required the skills of Illustration for any service in the field of applied visual arts. The term "Third Party" means any person or entity not party to the contract. The term "Provider" means Alicia Brossard, self-employed illustrator, creator and founder of Cianaly.

2 - GENERALITIES

The purpose of these general terms and conditions of sale is to define the rights and obligations of the parties in connection with the sale of products made by the Service Provider for its Clients in the context of its activity of creation, design and sale of illustrations and graphic elements. The Service Provider reserves the right to modify its general terms and conditions of sale, its formulas and its prices at any time and without notice.

Such changes shall not affect any orders in progress. If the Customer is an individual, he/she acknowledges that he/she is of legal age according to the laws of the country where he/she resides.

The Client using the services of Illustration acknowledges having read and accepted without reservation the following terms and conditions of sale, as well as the warnings set out in the Extract of the law No. 57-298 of March 11, 1957 on artistic property (J.O. of March 14, 1957) of the rights of authors concerning the laws of intellectual property. To do this, the Client will check the box "I accept the GTC available on the Cianaly.com website" - if a quote is signed, or will mention it as such by email, if the quote is not necessary and the sale is done remotely. The Client may, at any time, print these GTC or request them by email or mail to the Provider.

3 - RESPONSIBILITY OF THE CLIENT

The Customer undertakes to provide accurate and truthful information and undertakes to inform the Provider of any change in the data provided and shall be solely responsible for any malfunction that may result from erroneous information. The Customer must maintain a valid e-mail address and postal address.

4 - OBLIGATIONS OF THE PARTIES

In general, the Client and the Service Provider undertake to collaborate actively to ensure the proper performance of the contract. Each party undertakes to communicate any difficulties of which it becomes aware as the project progresses, to enable the other party to take the necessary measures and not to undermine the integrity of the project.

a/ The Client

To enable the Service Provider to carry out its mission, the Client undertakes to :

- Establish a detailed specification which will not be modified, except by agreement of the parties, once it has been approved by the Service Provider. In the event that any changes involve a substantial reworking of the initial specifications, these will be invoiced in addition to the initial quote.

- Provide the Service Provider with the purchase order/quotation (dated, signed; paper or email).

- To provide all the documentary, graphic and textual elements necessary to the good realization of the contract, (in particular in the good exploitable formats according to the targeted supports) the customer commits himself to provide all the legal information to be added in the documents and endorses the responsibility to provide the contents of the documents which it edits.

- The Client undertakes to provide the necessary photographic elements to the Service Provider so that the latter can produce the illustration as faithfully as possible.

- The Client undertakes to hold the necessary rights to the elements provided above. The Client is solely responsible for the rights of the Client. The Service Provider reserves the right to refuse an order if the quality of the photographic elements is not sufficient to produce the illustration.

- The Client undertakes to actively collaborate in the success of the project by providing the Service Provider with all the information and documents necessary for the proper understanding of the needs and the proper execution of the services.

- Strictly comply with the technical and creative recommendations made by the Service Provider.

- Guarantee the Service Provider against any action that could be brought against it due to the nature of the data or information (texts, images, sounds) that would have been provided or chosen by the Client.

- To pay the amounts due to the Service Provider in a timely manner.

- To inform the Service Provider of a possible competition with other service providers.

b/ The Service Provider

- If necessary, the Service Provider may intervene in the elaboration of the specifications, jointly with the Client.

- The Service Provider guarantees that the creations are legally available and are not encumbered by the rights of third parties, whether or not they are employees of the Service Provider, for the uses provided for under the contract.

- The Service Provider undertakes to inform the Client on a regular basis of the progress of the project, in particular through the validation of the Client's work.

- With respect to confidentiality, the Service Provider agrees to keep strictly confidential all information and documents of any kind relating to the Client to which it may have had access during the performance of this assignment, even after termination for any reason whatsoever.

- The Service Provider undertakes to deliver the service within the period indicated in the signed quotation.

5 - ADDITIONAL COSTS

The various elements that may be necessary to carry out the services of the Service Provider and that are not included in its offers are not included in the prices indicated. These include, for example, typographical fonts, photographs or illustrations from image banks. The following shall also be invoiced: changes requested by the customer during the course of the project, if these involve a reworking of the project (author's corrections). The textual content enabling the product to be produced must be provided by the Client. The Client may also be invoiced for any travel required for the successful completion of the contract.

6 - PRODUCTS

The prices established are firm and definitive. They are based on the estimate established between the Client and the Service Provider. The price of the production is determined according to the format, the complexity of the service and the photographic elements provided by the Client.

7- ORDER FORM AND START OF WORK

The quotation and the GTC (general terms and conditions of sale) accepted by the Client (by e-mail or in writing) are valid exclusively together as acceptance of the latter and act as a purchase order. This must be accompanied by payment of the deposit. The work will start when all documents (accepted quotation and GTC, and payment made) and graphic and textual documents necessary for the proper execution of the contract, will be available to the Service Provider.

Payment received without a signed quotation and GTC shall be deemed to be acceptance of the same.

8 - VALIDATION

8-1 Due to the nature of its work, the Service Provider may be required to provide the Client with a proof of the illustration for validation. This proof does not in any way constitute a completed production. One or even two exchanges may be necessary, but may not be abusive on the part of the Client.

8-2 In the absence of a validation or a request for modification of the sketches by the client within a period of fifteen days, these will be considered as validated by both parties. The work carried out, delivered and tacitly validated, implies that the sums corresponding to this work are due.

9 - INVOICE AND PAYMENT

Unless additional time for payment is clearly granted, and payment schedule previously established by the Provider and the client, the payment of the deposit is due upon acceptance of the quote. Payment is made by bank transfer or by cheque made out to Alicia Brossard. The balance of the invoice must be paid on delivery of the service, once it has been completed.

In the event of delay, penalties will be payable without the need for a reminder in accordance with the law. These penalties amount to 20% of the total amount of the invoice per day of delay. In the event of non-payment, the client shall bear all collection costs.

10 - ADVANCE PAYMENT AND CANCELLATION OF ORDER

In the event that the Client terminates the contract before the end of its term, the Client formally undertakes to settle and pay the amounts relating to the current schedule, the jobs completed or in progress, and the additional services performed. All copyrights remain the exclusive property of the Service Provider, with the exception of data provided by the Client. The files and source data created and used by the Service Provider may not be claimed by the Client without a financial contribution. Sketches, and more broadly, all original works, remain the property of the Service Provider, as do rejected projects. Any payment already made shall be retained by the Service Provider as compensation for the work undertaken.

11- DELIVERY

The cost of delivery of the artwork is the responsibility of the Client. The Service Provider declines all responsibility for loss or damage caused by the carrier during delivery. In the event that the package is returned to our premises due to the impossibility of delivery, the Customer will be responsible for the reshipment.

12 - INABILITY TO WORK

In the event of incapacity to work due to illness or accident, the Provider reserves the right to modify the current schedule without the Client being entitled to claim compensation. It is understood that the Contractor shall notify the Client from the first working day of his incapacity.

13 - FORCE MAJEURE

The parties cannot be considered as responsible or as having failed in their contractual obligations, when the failure to perform their respective obligations is due to force majeure; the contract between the parties is suspended until the causes that generated the force majeure have been extinguished. Force majeure takes into account irresistible facts or circumstances, external to the parties, unforeseeable and independent of the will of the parties, despite all reasonably possible efforts to prevent them.

Are also considered as force majeure, the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the stoppage of telecommunication networks, and in particular all networks accessible via the Internet, or difficulties specific to telecommunication networks outside the parties.

The party affected by the force majeure shall notify the other within five working days of the date on which it becomes aware of the force majeure. The two parties will then agree on the conditions under which the performance of the contract will be continued.

14 - SETTLEMENT OF DISPUTES

The contract is subject to French law. Any dispute or litigation concerning the interpretation or execution of this contract will be brought, in the absence of an amicable agreement between the parties, before the competent courts of Toulouse, to which they expressly attribute jurisdiction.

Recourse to a consumer mediator may be considered if the Customer so wishes.

15 - OWNERSHIP OF THE WORK PERFORMED

The entire production and related rights, the subject of the order, shall remain the full and exclusive property of the Service Provider as long as the invoices issued are not paid in full by the Client, up to the total amount of the order and any amendments concluded during the course of the service.

As a corollary, the Client shall become the de facto owner of the production and of the rights assigned to the Service Provider as of the final and balancing payment of all invoices issued by the Service Provider in connection with the order. Unless otherwise stated in the quotation, the production files and sources remain the property of the Service Provider and are not provided to the Customer. Only the finished product will be sent to the Client. In the absence of such a statement and if the Client wishes to have the sources of the documents, an amendment to this document shall be requested.

The Service Provider transfers in the context of the Sale the ownership of the only material support on which the illustration is fixed. All intellectual property rights remain the exclusive property of the Provider of the Illustration. The Provider reserves the right to sell the illustration to a Third Party, in particular on the Cianaly.fr website.

15 - PRINCIPLES OF TRANSFER

The reproduction and republication of the Service Provider's creations are subject to the collection of copyright in accordance with the law of 11 March 1957. The transfer of these rights only concerns the specifically planned use. Any subsequent or different use requires a new agreement. Modifications or interpretations of a graphic design may not be made under any circumstances without the Provider's consent. The signature may not be removed without the Provider's consent. The signature may be placed on the back of the product upon agreement between the two parties.

16 - REPRODUCTION AND DISTRIBUTION RIGHTS

The reproduction and distribution rights are calculated according to the distribution of the creation. They may be assigned as a lump sum or partially. Each different adaptation of the original work is subject to a new transfer of copyright. For each new edition, the amount of the rights must be updated. The rights are assigned within the temporal and geographical scope of this contract and may not exceed this limit.

In order to allow the client to freely exploit the service provided within the framework of its activity, all the economic rights relating to the service provider's creation under the project shall be entirely transferred to the client, for distribution on the media specifically addressed at the time of the order, upon effective payment of the entire fee due.

17 - COPYRIGHT AND COMMERCIAL MENTION

Unless explicitly stated otherwise by the Client, the Service Provider reserves the right to include in the artwork a commercial mention clearly indicating its contribution, such as "Made by Alicia Brossard" or "Alicia Brossard - Cianaly" or "© Cianaly" with, when the medium allows it, a hypertext link to the commercial website of its activity. When the illustration, a derivative product or a poster will be presented on social networks, the Provider's account on this network will be mentioned. (@cianaly.art on Instagram)

18 - RIGHT OF PUBLICITY

The Service Provider may ask the Customer to provide a copy of the product(s) created from the illustration in order to take photographs of it, which will be used on its external communication and advertising documents (website, portfolio, etc.), during canvassing, or during events such as exhibitions or designer markets for example.

Implicitly, the Service Provider reserves the right to mention the work done for the Customer on its external communication and advertising documents (website, portfolio, etc.), during canvassing, or during events such as exhibitions or creators' markets for example.