CGV

GENERAL TERMS OF SALE

InnovForge Agency – Toulouse (Haute-Garonne, France)

These General Terms and conditions of sale (GTS) define the rights and obligations of InnovForge, based in Toulouse (Haute-Garonne), and its clients.
Only specific terms agreed upon, these GTS, and the French Commercial Code govern the sale of services provided by InnovForge.
These GTS take precedence over any conflicting terms appearing in the client’s purchase conditions or any third-party document.
Any contradictory condition proposed by the client will be unenforceable against InnovForge unless expressly accepted, regardless of when it was brought to its attention.

I. Brand Strategy & Visual Identity

Article I.1 – Purpose of the Mission

InnovForge may advise the client on all aspects of communication and supporting materials.
Various types of missions may be assigned: design, creation, and/or production work.
Depending on the assignment, InnovForge may act as the client’s agent for specific purchases (advertising space, domain names, etc.).

During the mission, InnovForge produces graphic creations and may subcontract third parties (photographers, illustrators, directors, etc.) for occasional contributions.
It acquires intellectual property rights (copyright, image rights, etc.) attached to these contributions.

In return, InnovForge receives remuneration calculated based on the assigned budget.

Services include, but are not limited to:

  • Brand strategy
  • Brand platform
  • Brand content
  • Naming
  • Visual identity
  • Logo creation
  • Initial graphic charter
  • Brand expression territory

Article I.2 – Quotation and Order

The services cover everything explicitly listed in the quotation, based on information provided by the client.
Work and technical costs are assessed according to the mission’s nature and requirements.

Prices are quoted in euros, excluding VAT.
Exceptional costs incurred by InnovForge (travel beyond 15 km from Toulouse, purchase of specific software, etc.) or additional services requested during the mission are not included and will be invoiced separately.

Any changes during the project may result in a price adjustment.
Unforeseen services will require an additional quotation.
Prices and deadlines are valid for three months from the quotation date.

Client acceptance is confirmed by signing the quotation and/or paying a deposit, which constitutes firm order confirmation.

Article I.3 – Payment Terms

Payments are made via bank transfer.
For missions exceeding €1,500 excluding VAT, a 30% deposit is required upon order, with the remaining 70% due within 30 days of the final invoice.

Late payments incur interest at 12% per annum and a fixed recovery fee of €40 (Articles L441-3 and L441-6 of the Commercial Code).

Production remains the exclusive property of InnovForge until full payment is received.
Ownership transfers to the client only after complete payment.

Article I.4 – Execution of the Mission

L’InnovForge will execute the mission professionally and competently, in accordance with the accepted quotation.
The client must provide all documents and information necessary for proper execution.

InnovForge will only start the mission after:

  • Receipt of the signed quotation
  • Payment of a 35% deposit (for quotations over €1,500 excluding VAT)
  • Complete receipt of all necessary materials

Delays or missing information caused by the client will result in an equivalent extension of delivery times.

The agency reserves the right to collaborate with subcontractors while retaining overall direction and responsibility.
If printing or distribution is entrusted to another provider, InnovForge disclaims responsibility for the final result.

All drafts or projects must be approved in writing (email or letter).
Refusal or requests for major modifications may require a new quotation.

Cancellation or interruption by the client does not exempt payment for work already undertaken.

Article I.5 – Liability

InnovForge is subject to a best-efforts obligation.
It is not responsible for subsequent changes made by the client or third-party providers, nor for reasonable delivery delays.

The client is responsible for all content (text, images, logos, etc.) provided or approved and indemnifies InnovForge against any claims related to copyright, image, or intellectual property infringement.

Client approval of a PDF or proof constitutes final acceptance.
InnovForge is not liable for errors or omissions approved by the client.

Article I.6 – Intellectual Property

InnovForge retains copyright over all its creations.
Transfer of usage rights occurs only after full payment and under the conditions defined in the quotation.

Any unauthorised reuse of creations will incur additional fees.
The client must hold all rights for elements provided to InnovForge for integration.

Article I.7 – Source Files and Promotion

InnovForge retains source files and project archives indefinitely.
Unless the client objects in writing (registered letter), InnovForge may showcase work for commercial reference (website, portfolio, social media, etc.).

Article I.8 – Disputes and Jurisdiction

Any dispute regarding these GTS is governed by French law.
Failing amicable resolution, the Toulouse Commercial Court has exclusive jurisdiction.

Domicile:

  • InnovForge: registered office in Toulouse
  • Client: address on the quotation

II. Websites and Web Applications

Article II.1 – General

These terms apply to services including:

  • Design and development of websites and/or web applications (Intranet/Extranet)
  • Domain name purchase / Hosting / SEO
  • Training for using implemented tools
  • Newsletter or email campaign creation

Article II.2 – Terms of Sale

All orders imply full acceptance of these GTS.
No conflicting terms will be accepted without InnovForge’s prior written consent.

Article II.3 – Website Creation

InnovForge will use all reasonable efforts to provide high-quality, regular services.
The agency is not responsible for potential data loss, third-party failures, or indirect damage.

A staging environment is provided for approval, including one month of minor post-launch maintenance (TMA).
Changes arising from brief modifications require an additional quotation.

Article II.4 – Responsibility

InnovForge’s liability is limited to the site and components under its direct control.
It is not responsible for:

  • Third-party services or links
  • Malicious acts by third parties
  • Loss or disclosure of access credentials
  • Client-provided content contrary to the law

InnovForge may refuse content that is immoral or illegal.

Article II.5 – Client Obligations

The client must provide all necessary information for project completion.
No deadline can be guaranteed until all elements are received.

The client is responsible for published content (text, images, videos) and rights ownership.
If hosting is not provided by InnovForge, server or access failures are the client’s responsibility.

Article II.6 – Pricing, Billing, and Payment

Prices are in euros, excluding VAT. Payment terms:

  • 40% upon order
  • 30% at draft approval
  • 30% prior to launch

Signing the quotation confirms acceptance and deposit payment.

Article II.7 – Ownership

The client retains ownership of transmitted data and elements.
Upon full payment, InnovForge grants a non-exclusive right to use the site.
InnovForge retains IP rights to methods, tools, templates, components, and know-how developed.
Client may not transfer rights without written consent.

Article II.8 – Hosting and Site Management

Hosting is provided via third-party partners selected by InnovForge.
InnovForge is not liable for failures of these providers.
The client is responsible for login credentials security.

Article II.9 – Order

Signing the quotation constitutes acceptance of these GTS.
Orders are firm and final after the legal withdrawal period.

Article II.10 – Deadlines

Delivery times are indicative and depend on client responsiveness.
InnovForge aims to deliver within 5 months, subject to receipt of all elements.
Delays caused by InnovForge may incur a 5% monthly discount.
Client delays may incur 50% of remaining balance charges.

Article II.11 – Late Payment

Late payments incur interest at 1.5x the legal interest rate and suspension of services.

Article II.12 – Taxes

InnovForge may pass on new taxes or VAT increases without notice.

Article II.13 – Duty to Inform

The client must notify InnovForge in writing of any administrative or banking changes.

Article II.14 – Data Protection

Under French law n°78-17 of 6 January 1978, the client may exercise access, rectification, and deletion rights with InnovForge.
The client is responsible for CNIL declarations for site operation.

Article II.15 – Force Majeure

Force majeure includes war, riots, fire, strikes, pandemic, flooding, internet outages, power failures, or other events beyond InnovForge’s control.
Such events suspend obligations without compensation.

Article II.16 – Governing Law and Jurisdiction

These GTS are governed by French law.
Exclusive jurisdiction: Toulouse Commercial Court.

Article II.17 – Miscellaneous

If a clause is invalid, remaining clauses remain effective.

Article II.18 – Personal Data Protection

IInnovForge collects and processes client data solely for service provision:

  • Order and transaction management
  • Client follow-up
  • Communication of offers and services

No personal data is sold, rented, or shared with third parties except for contract-related service providers.

Article II.19 – Sharing with Service Providers

Personal data may be shared with providers working on InnovForge’s behalf (hosting, printers, technical partners).
Providers must maintain confidentiality and data security.

Article II.20 – Data Security

Personal data is stored on secure servers.
InnovForge takes all necessary measures to ensure their security, but as no method of transmission over the Internet or electronic storage is completely secure, the agency cannot guarantee absolute protection.
In the event of a data breach, InnovForge commits to notify the CNIL and the affected individuals within 72 hours.