Ramaje Studio is designated as “the service” and any company that enters into a contractual relationship by requesting services from Ramaje Studio by signing a quote from Ramaje Studio or by issuing an order form to Ramaje Studio is designated as “the client”.
Article 1 – Services offered by RAMAJE STUDIO
RAMAJE STUDIO is a web design and digital communication consulting service whose services are mainly :
The creation of static and dynamic WordPress websites,
The definition of digital strategies and their implementation,
The definition and implementation of natural referencing campaigns.
Article 2 – Acceptance of the general conditions
As soon as a company signs a quote issued by Ramaje Studio or issues an order form accepted by Ramaje Studio, it is deemed to have become a client of the service and is deemed to have read the present General Terms and Conditions of Sale and to accept them without reservation before placing an order. The validation of the order is therefore deemed to be acceptance without restriction or reservation of these General Terms of Sale.
The General Conditions determine the contractual conditions applicable to the provision of services that Ramaje Studio offers to its clients.
Article 3 – Quote or order form
The service establishes an estimate before any service is provided, which specifies the work that will be carried out, its nature and its purpose. Each estimate is returned signed by the authorised manager, dated and accompanied by the mention “good for agreement” as well as the company’s stamp by email or by post.
If it is a purchase order issued by the client, it will be accepted by the service if it corresponds to the quote issued and must include the quote references, which will be equivalent to acceptance of the General Conditions.
Each quotation issued by the service is valid for one month from the date of its creation.
Article 4 – Collaboration
The service works in a spirit of support for its clients and all its actions contribute to providing the means to carry out its missions for its clients. The service only undertakes an obligation of means.
Article 5 – Client commitments
The client undertakes to communicate to the service all the information necessary for the proper conduct of the project. In particular, the information necessary for the creation of a website. Thus, texts, photos, videos and illustrations must be communicated in one go before the website is produced.
The client must not compromise the smooth running of the project by a state of mind contrary to full collaboration. In particular, the client undertakes to understand any technical problems that may arise from functionalities or information not clearly mentioned in writing at the start of the project.
Article 6- Project
When the project is delivered by the service, the client shall check whether the deliverables correspond to the estimate initially signed.
If anomalies are found, the service will make the necessary changes and have the client sign a delivery document in due form.
The service then intends to receive an agreement that its work complies with the initial estimate, which will trigger the payment by the client of the amounts still due and the fact that the service will be released from any malfunction that may occur after this date.
Article 7 – Financial conditions and payment terms
In return for the proper and complete execution of the Services, the client shall pay, for each service, the price defined in the quotation or the order form. The prices are denominated in euros and calculated exclusive of tax; they will be increased by the VAT rate in force on the day of the order.
All sums due by the client in respect of any invoice for services must be paid either in cash for the deposit at the beginning of any service or payment of fees and within thirty days from the date of issue of the corresponding invoice for any other service.
All orders shall be subject to a deposit of fifty percent of the total amount of the quotation or order form. The execution of the work shall begin after receipt of the said deposit.
The balance must be paid upon final acceptance of the deliverable produced during the service.
The service reserves the right to suspend the execution of services in progress in the event of late payment.
In the event that a project is stopped due to the unilateral decision of the client, whatever the cause, the work already carried out will be due, the deposit will remain with the service and the balance of the quote for the work will be invoiced by the service to the client.
Article 8 – Duration
The General Conditions will come into force on the date of signature of the quote or order form, will apply for the duration of the execution of the service and will end upon completion of the mission entrusted to Ramaje Studio. The provisions of the clauses relating to confidentiality and intellectual property will continue to apply after the end of the contractual relationship.
Article 9 – Miscellaneous provisions
Creation of a static website
The service creates websites based on online software, often open source. The service cannot be held responsible for any technical modification made to one of these softwares by the provider who owns it. The same applies to the modification of the code of a development language or of an API for connection to a payment system.
Creation of dynamic e-commerce and/or e-business websites
Similarly, the service creates websites whose purpose is to sell products or services based on online software, often open source. The service cannot be held responsible for malfunctions caused by this software and is not liable for any loss of turnover. The same applies to the modification of the code of a development language or of an API for connection to a payment system.
The customer remains solely responsible for the choice of the domain name, for the prior research of any prior rights held by third parties and solely responsible vis-à-vis these third parties. The customer shall release the service from any liability in the event of legal action, or liability claims in general, brought by a third party against the service on any grounds whatsoever, in relation to the domain name(s) in question.
In the event of termination or suspension of the contractual relationship, the fees and costs of transferring the delegation shall be borne by the customer.
Ramaje Studio also offers to have the client’s site hosted by a third party.
The service cannot be held responsible if our supplier’s server is unavailable for reasons of force majeure, including in particular the long-term failure of the public or private electricity distribution network, the failure of the public or private telecommunications network, the loss of Internet connectivity due to the public and private operators on which the supplier depends.
In the event of a serious incident affecting the proper functioning of the hosting platform, the service will endeavour to take all necessary steps with its supplier to ensure that the service is maintained.
The service cannot be held responsible for damages such as commercial loss, loss of customers, loss of orders or loss of brand image.
In any case, the amount of damages to which the service could be condemned is limited to the annual amount of the hosting contract concluded.
The client is solely and entirely responsible for the content of the pages published on its site.
In this respect, and in particular, the customer undertakes not to host sites proposing content in violation of intellectual property, racist or illegal content and those with hypertext links to this type of site or content of a defamatory or insulting nature or sites of a pornographic nature.
Any violation of the legal provisions will engage the sole responsibility of the client.
Article 10 – Intellectual property
Intellectual property elements provided by the Client.
The client remains the owner of the intellectual property rights for all the elements that he provides (logotype, texts, images, logos, graphics, photos, audio or video files, files and databases, software, etc.) to contribute to the realisation of marketing and communication actions with the service. The client declares himself/herself to be the owner of the apparent rights attached to these elements and takes full responsibility for them vis-à-vis third parties.
Intellectual property elements provided by the service
The service remains the exclusive owner of all elements that are pre-existing to the collaboration with the client.
The exploitation rights relating to creations that are integrated into the service are only granted to the client on a non-exclusive basis, for Europe and for the entire duration of the legal protection of intellectual property rights.
In particular, the customer shall not acquire any rights to the tools, methods, databases and know-how used by the service in the context of the contractual relationship.
Reservation of ownership
The exploitation rights referred to above in this article shall only be granted at the time of the effective and total payment of the price agreed upon in the quotation or the order form.
Article 11 – Confidentiality
The client and the service mutually undertake to implement the appropriate means to keep the most absolute secrecy on the information and documents designated as confidential by the other party, and to which it would have had access during the execution of the contractual relationship.
We reciprocally undertake to ensure that our subcontractors, if any, comply with this obligation.
Any exchange of confidential information shall be in writing and signed by the party receiving the confidential material.
The obligation of confidentiality shall continue for a period of 12 months after the end of the contractual relationship. It shall lapse if the information designated as confidential falls into the public domain, is disclosed to the public by the party who designated it as confidential or by any third party but without any intervention by the party who received the information.
Article 12 – Reference to the client
Unless expressly prohibited by the client, the service is authorised to mention the name and to reproduce the brands and/or distinctive signs on its own communication media and to take advantage of the services that have been carried out in the contractual framework.
A link will be put in place on any website created for a client referring to the Ramaje Studio website, https://ramaje-studio.com.
Article 13 – Liability – Insurance
The parties agree to do their utmost to make their respective deliveries within the announced deadlines.
Responsibility for content
The service cannot be held legally responsible for the content transmitted by its client.
The customer undertakes to take responsibility for any proceedings and to act as guarantor in the event of legal action being taken on account of content deemed illegal or infringing on the rights of third parties, both in terms of any compensation and in terms of the costs of the proceedings (including lawyers’ fees) and costs.
Liability for commercial damages
Ramaje Studio cannot be held responsible for direct or indirect damages, such as, in particular, loss of profit or loss of market or decrease in turnover originating from or resulting from the contractual relationship, nor can it be held responsible for damages caused to persons or property distinct from the object of the contractual relationship.
In any event, any action against us for direct or indirect compensation, on a contractual or other basis, arising out of or in connection with the formation, performance, non-performance, interpretation, extension, termination or otherwise of the contractual relationship, shall not exceed the amount invoiced by us for the contractual relationship.
The Service shall not be liable for any delay, non-performance or damage due to force majeure, acts of God, delays in the supply of content or software version changes.
Article 14 – Termination
In the event of a serious breach by either party of its obligations under this contract which is not remedied within 30 (thirty) days of the registered letter with acknowledgement of receipt notifying the said breach, this contract shall be terminated by operation of law without prejudice to any damages which the parties may claim.
The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to herein shall not be interpreted for the future as a waiver of the obligation in question.
Article 15 – General provisions
Subcontracting – circulation of the contract
The service may subcontract all or part of the service that is the object of the contractual relationship, knowing that Ramaje Studio remains responsible for the proper execution of the services with respect to its client.
The contractual relationship may not be transferred in whole or in part, whether for payment or free of charge, by the client without the prior express written consent of Ramaje Studio.
Ramaje Studio reserves the right to transfer the benefit of the present contract to any legal entity of its choice.
The fact that one or the other of the Parties does not invoke any of the articles, clauses, stipulations or parts of the General Conditions shall not, in any way, be interpreted as a tacit renunciation to invoke the said article, clause, stipulation or part of the General Conditions.
Fair and good faith behaviour
Each of the Parties undertakes always to behave towards the other Party as a loyal partner in good faith and, in particular, to notify the other Party without delay of any dispute or difficulty that it may encounter in the performance of the contractual relationship.
If any of the stipulations of the General Terms and Conditions were to be declared null and void with regard to a rule of law in force or a judicial decision that has become final, it shall be deemed unwritten, but the other stipulations shall retain all their force and scope.
Completeness of the contractual provisions
All declarations, negotiations, undertakings, oral or written communications, acceptances, agreements concluded between the Parties prior to the date on which the General Conditions take effect, whether in writing or not, and relating to the same subject matter are cancelled and replaced in all their stipulations by the General Conditions. The General Conditions and the accepted quote constitute the entire agreement between the client and Ramaje Studio.
Applicable law and jurisdiction
The validity, interpretation and execution of the General Terms and Conditions of Sale and the resolution of any dispute relating thereto shall be governed by and construed in accordance with Dutch law.