Article 1. Object of the Agreement
The Agreement is a service Agreement which define how the Provider commits to host and to provide some Services related to the creation and/or optimization of the Customer's Professional Website in exchange of the payment of the services price by the Customer.
These services are related to the creation or to the enhancement of a Professional Website.
The Professional Website covered by the Agreement will only be hosted on a server belonging to the Provider or rented by the Provider. The Customer will be able to choose between a server based in France, in United States of America, or in Popular Republic of China. The Customer will get the ownership of the Intellectual Property Rights of the Professionnal Website, as well as corresponding data. The Customer will be allowed to get a full copy of its professionnal website at anytime, within the limit of one copy per month. The copy will be delivered under a zip file format.
Article 2. The performance objective
The main part of the services delivered shall focus on the creation and/or opimization of the Customer's professionnal website, improving its natural position in the Search Engines results and its ease to use: structure simplification, presentation simplification, translation, surfing improvements, etc. The Customer will choose the keywords combination most appropriate depending on the professional activties in order to optimize the Professional Website for these keywords. This keywords combination shall be made of 2 or 3 keywords frequently searched by the Internauts on the selected Google version. The Provider can optimize a professionnal website for the following Google versions:
- French: google.fr, google.ca, google.ch, google.be;
- English: google.com, google.ca, google.co.uk;
- Chinese: google.cn, google.com.hk, google.com.tw, google.com.sg.
Article 3. The performance scope
The Customer can request one part or the full development of the Professional Webiste to the Provider. The Customer can also create himself the content of the Professional Webiste by using the Content Management System tool available online, with an unlimited hosting in terms of size and a free domain name ending with.aellio.fr,.aellio.com or.aellio.cn. for a monthly fee, chargeable at the end of each trimonthly period due. In case the Customer choose to create and to optimize the Professional Website by himself, there is no quotation to be signed, and there is no no success fee due.
In all the other cases, the first step consists for the Customer to return the signed Quotation with the Customer stamp by fax or by email to the Provider and to choose on which Google version the Professional Website shall be optimized: French (google.fr, google.ca, google.ch, google.be), English (google.com, google.ca, google.co.uk), or Chinese (google.cn, google.com.hk, google.com.tw, google.com.sg).
The second step for the Customer is to decide which keywords combination shall represent the best compromise between:
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A correct definition of the Customer's professional activties scope,
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A highly search combination in the Google version selected by the Customer.
The website address (url) will be created based on these keywords.
To help the Customer to select the Keywords combination, the Provider can provide a report to the Customer:
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A general Free of Charge guide to help the Customer in the keywords selection process;
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A personnalised chargeable Report.
The keywords final choice and the corresponding Professional Website will be performed by the Customer and validated by written before the start of the website creation itself.
Article 4. List of available services
This is the complete list of the services available from the Provider. The Customer can select the suitable Services in this list, as well as the associated quantity for each service. This choice will define the quotation.
List of available Services:
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3 proposals for tailored made logo;
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Intellectual Property Right protection of a trademark in France;
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One logo transformed under these formats:.ico with 8x8px, 16x16px, 32x32px images + formats.gif.jpg.png.ai;
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Choice of the efficient keywords + proposal for a corresponding efficient web address;
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One year administration domain name with the extension.aellio.com,.aellio.fr, or.aellio.cn;
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One year administration of a domain name withe the extension.com or.fr;
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Registration of a Professional Website in Google services: Webmasters Tools + Google Analytics;
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Professional customized exclusive layout;
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Professional customized non exclusive layout;
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Professional layout from the aellio catalog;
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Writing of one web page (500-1 500 words) optimized for Google;
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Standard contact form integrated on a Professional Website (email + message);
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Customized contact form integrated on a Professional Website (maximum 10 fields);
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Intellectual property rights protection for a Professional Website during 70 years in 164 countries;
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Unlimited hosting website;
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Updates of a Professional Website with texts and images provided by the Customer ;
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Updates of a Professional Website with texts and images created by aellio web agency (max 5000 words + 12 images);
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Update of the Property Rights protection for a Professional Website;
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Providing an image at the correct format for your Professional Website;
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Translation and upload of one webpage from English to Chinese;
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Translation and upload of one webpage from Chinese to English;
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Translation and upload of one webpage from English to French;
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Translation and upload of one webpage from French to English;
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Translation and upload of one webpage from French to Chinese;
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Translation and upload of one webpage from Chinese to French;
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Content Managment System with unlimited hosting;
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Optimization of one existing web page;
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Register your company in Google Places.
Article 5. Legal limitations
In the case that the website content is created by the Customer, the customer commits, before asking aellio web agency to validate the content, that the content is correct from a grammar and spelling aspects, and all the requested authorisation are delivered as requested by the Law.
The Customer commits that the Content (texts + images) of the Professional Website is compliant with the Law and Regulations in force in the hosting country (France, China or USA).
The Customer especially commits that no content can be pronographic or pedophile (child-pornographic), otherwise the Provider, after discovering such content on an hosted website, will immediately and completely remove the corrresponding website and the personal data of the Customer will be delivered to the official authorities.
As a reminder, the Customer is the sole and unique responsible of the content provided on Internet, in no way the Provider can be considered as responsible of the content created by the Customer. The Customer commits that the Professional Website content does not infringe the third parties rights, for instance:
Illegal contents:
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The published content provided by the Customer must not incite hatred, violence, anorexia, manufacture and use of explosives, suicide, racism, antisemitism, xenophobia, Homophobia, promote war crimes or crimes against humanity;
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The content provided by the Customer shall not have any pedophile or pornographic characteristic;
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The content published by the Customer must not incite to commit a crime or an act of terrorism;
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The content published by the Customer must not incite discrimination against a person or group of persons because of their ethnicity, religion, race, or because of their sexual orientation or disability.
Litigious content :
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Customer agrees to verify before publication all the rules and limits about expression freedom. Expression freedom allows the critics, the reports if it is verified and proven, it does not allow any denigration and defamation. Any disparagement, defamation, or allegations of inaccurate or deliberately truncated information performed in order to change the original meaning is not allowed and will lead to prosecution of the Customer.
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The content published by the Customer shall not impair or be contrary to public order, morality or to offend the sensibilities of Minors;
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The content published by the Customer must not infringe the rights to reputation, to privacy of others;
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The content published by the Customer shall not be considered from a legal point of view derogatory or defamatory.
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The content published by the Customer must not impair the image and the reputation of any trademark, any person and any entity. Freedom of expression allows critical since it is an objective one, reasoned and based on real events.
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The content posted by users should not undermine the security or integrity of any State or territory;
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The content published by the Customer shall not let third parties obtaining piracy software, software serial numbers or any software that may harm or affect in any manner the rights or property of others;
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The content published by the Customer shall not infringe intellectual property rights of any person or entity.
Article 6. Customer Cooperation
The Customer shall provide all necessary or useful information for the creation of the Professional Website as soon as possible after the signature of the Quotation. Failing to receive the relevant documents and images sources, deadlines for the delivery will be postponed accordingly, but the payment of the quotation cannot be delayed more than 3 months after the date of the signed quotation for that reason, even if at that date the Professional Website is not delivered.
Article 7. Deadline commitment
The Provider will perform according the schedule agreed as much as possible. In case of delay due to the Provider, if the new delivery dates proposed by the Provider do not suit the needs of the Customer, the Agreement will be terminated without obligation from the Customer to pay compensation to the Provider.
The Customer has 14 days from the date of reception of the draft version of the Professional Website to make remarks to the Provider. After this period, the draft version will be considered as constituting a final version;
The Provider has 14 days to apply any amendments requested by the Customer within the allowed period of time on the initial draft version;
The Customer has 7 days to comment further. After this period, the amended version is considered to constitute a final version;
When the Customer make remarks again on the second version of the Professional Website delivered, the provider has a final period of 7 days to finalize the Professional Website.
Article 8. Payment
The rate of services will be provided on the customized quotation. To be able to pay the Provider, the Customer shall have:
- A business credit card Visa or Mastercard to pay via PayPal. Customer shall have or shall open a Paypal account linked to its business credit card. If the Customer does not have a PayPal account, the Provider shall provide free assistance to help Customer to open his Paypal account. In order no to delay the payment, if a Customer does not have a Paypal account linked to his corporate credit card, he shall manage the opening of his Paypal account within days after sending to the Provider the signed quotation.
- A bank account in Europe. In this case a direct debit authorization which includes two documents will be completed, dated and signed by the Customer. One of these documents is for the Customer's bank, the other document will be mailed or scanned to the Provider at the following address: contact@aellio.com OR aellio - David Grèzes, 2 rue de Bayeux, 31300 Toulouse, FRANCE
- For Customers based in China, A bank tranfer in RMB can be performed, a Reminder by email + SMS will be sent. After the Reminder issuance, the Customer has 7 days to perform the transfer.
Customer has the choice between an annual fee which includes 6 annual updates or to pay for each update. Some limitation applies for each update in terms of number of words and number of images. Payment of the annual updates made by the Provider is due annually and ab initio. Any requests for changes regarding the structure of the Professional Website will be quoted separately with another Quotation.
Payment must be performed within 7 days after the final Professional Website acceptance by the Customer. After this lead time, the Provider reserves the right to remove from Internet the Professional Website related to the payment default.
If 2 months after the first draft delivery of the Professional Website, the latest Professional Website proposed by the Provider for validation is still not suitable to the Customer, the Customer and the Provider shall be released from all obligations and the Agreement shall be cancellled.
If for the selected keywords, the professionnal website is among the top 10 results in the Google's version selected by the customer, a monthly success fee is due by the Customer.
The Provider and the Customer can check the Professional Website position in the search results on Google's version selected by the Customer. If this position is less than or equal to 10 for one month, ie if the Professional Website is on the first page of the search results for the selected keywords without taking account any customized modification related to previous search performed from the brower used to test the serach results, a success fee for each month spent on the first page of results on the Google's version and for keywords chosen by the Customer will be paid within 7 days after each month during which the professional site was displayed on the first page of Google results.
If this position is less than or equal to 3 for one month, a higher success fee for each month spent among the top 3 results on the Google's version and for keywords chosen by the Customer will be paid within 7 days after each month during which the professional site was displayed among the top 3 Google results for the Google version selected by the Customer and for the Keywords selected by the Customer.
If the success fee is not paid within the prescribed period, the Provider reserves the right to take necessary measures so that the professional website ranking is no longer effective.
The Provider will notify the Customer about the position of the Professional Website on a regular basis. The Customer may check by herself or by himself the actual Professional Website position in the search results. In case a dispute occurs about the result, a bailiff's statement may be established by the Provider. If this bailiff's statement confirms the the Provider's statement, the Customer shall reimburse the Provider the bailiff's fees upon presentation of corresponding receipts.
Article 9. Software
The Provider undertakes to only use software which property rights belongs to the Provider: either develop by the Provider or open source or to accquire licenced software.
Article 10. Professionnal Website Ownership
In the case of a domain name extension without the word "aellio", The domain name and the final website shall belong to the Customer upon payment of all invoices owed to the Provider. The Provider retains the right to add at the bottom of the homepage links to other sites after getting the Customer's approval.
Article 11. The Know-How
The Provider retains the ownership of the know-how developed or used for the Agreement completion and the Provider is free to use it for any other purpose. The Provider is free to reuse software components and code developed specifically for the Customer.
Article 12. Guarantee
The Provider guarantees the Customer against any claims from a third party claiming intellectual rights on all or part of the software and / or specific features, creations or content made by the Provider, except if the claim is related to an item provided by the Customer for the setup of the Professional Website.
Under the condition that the Customer informs the Supplier immediately and completely of such a claim, the Provider shall assist the Customer's defense and will take charge of the potential legal costs brought by the trial excluding lawyers fees and also shall pay any compensation charged to the Customer, within the limit of the quoted price paid by the Customer to the Supplier. The Provider shall have control of the process and negotiations, and can replace the offending item by any other solution having substantially the same characteristics at no extra cost for the Customer.
Article 13. Data Provided by the Customer
The Customer warrants that all the rights and / or approvals are granted to the Customer, and the Customer shall keep the Provider free of any claims from any third party who claims to have an intellectual or industrial right on any items, including all texts, logos, graphics, pictures, audio or video files, software, databases provided by the Customer to the Provider in order to integrate them into the Professional Website.
Article 14. Professionnal Website Delivery
The Professional Website shall be delivered under a draft format to a web address not registered by Internet search engines and protected by a password. After final approval by the Customer, the Professional Website will be put online at the web adress approved by the Customer. A electronic version of the full Professional Website directory under a zip file format may also be delivered to the Customer if requested.
Article 15. Schedule
Unless Customer's specific request expressed and accepted by the Supplier before the quotation signature, the leadtime for finalizing a Professional Website of 10 pages from scratch is 1 month (30 days) between the start of the work and the delivery of the first draft version. The start date of the work will be mutually agreed between the Provider and the Customer after the Quotation signature and after keywords selction selected by the Customer. If the Professionnal website is over 10 pages, lead time will be increased proportionaly to the number of pages. If the Professionnal website is less than 10 pages, lead time will be decreased proportionaly to the number of pages.
Article 16. Privacy and Know-How
Each party undertakes not to communicate, disclose or allow or permit to be disclosed or used directly or indirectly, unless a written authorization by the other party has been granted, any data, information, technical information or commercial applications, methods or know-how and any document of any nature exchanged during the Professional Website development.
Even in order to promote the qualities of the Provider's services, the Customer shall not be allowed to disclose information provided during the Agreement execution by the Provider.
As long as the Professional Website is not accessible on Internet, The Provider shall not disclose the content dedicated to be available on the Professional Website and should not disclose the existence of the Agreement.
Once the website available on Internet, the Provider shall be authorized by the Customer to mention the Professional Website as one example of Professional Website creation and/or optimization.
The confidentiality commitments under these Terms and Conditions persist as long as the information is confidential, even after a possible breach of the Agreement.
The Provider may eventually subcontract part of this Agreement to Suppliers. In this case, the Provider shall notify the Customer, and shall sign with these Suppliers an Agreement similar to the Agreement in terms of confidentiality with these Suppliers.
Article 17.Payment by the Results
All the services are chargeable after their full completion.
The Provider shall implement the service(s) selected by the Customer to make the Professional Website highly visible on Internet, that is to say at the best position in the organic search result performed by the algorithms of the Internet search engines on the Internet. However, there is no result commitment from the Provider.
If the Customer chooses to fully manage the content alone and to optimize the Professional Website using the Content Management System aellio, there is no success fee due by the Customer to the Provider.
If the the Provider provides the Customer with optimization services, whether partial or total services, success fees paid by the Customer to the Provider Service are due when the Professional Website is positioned on the first page of search results for the selected Google version and for the selected keywords. This success fee is charged at the end of each month during which the Professional Website was listed on the first page of the selected Google version and for the selected keywords.
A higher success fee is due if the professional site is positioned among the top 3 websites in the search results of the selected version of Google and for the selected keywords.
The ranking taken into account to measure the success fee is the best ranking among these 4 lists:
- The list of websites on the first page of search results
- The list of websites inside the Google Places extract displayed on the first page of search results
- The list of websites inside the Google Images extract displayed on the first page of search results
- The list of websites inside the Google Videos extract displayed on the first page of search results
Within 7 days after the full service payment, the Provide will deliver the IDs to the Customer.
Depending on the service, These IDs are :
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ID to access to the source directory of Professional Website by FTP;
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ID to access the Registrar account for the Domain Name created;
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ID to access to the administrator interface of the aellio Content Managment System.
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Google account ID to access the Google Webmasters Tools account linked with the Professional Website;
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Google account ID to access to the Google Analytics account linked with the Professional Website.
The non-delivery of these IDs 10 days aftre the receipt of an official Customer's claim shall result in the termination of the Agreement and the Provider shall refund all payments made by the Customer under the Agreement within a maximum of 10 days after the receipt of the Customer's claim.
The Professional Website shall be continuously available on the Internet with an access rate over 99%. If this access rate is not reached, the Provider shall change hosting server within 10 days after receipt of the Cusomer's claim.
The final content of the Professional Website is subject to the Customer's approval. The Provider is not allowed to upload content to the final web address without the prior consent of the Customer. After providden written approval, the Customer is responsible for the content of the Site from a legal point of view.
Article 18. Agreement Duration
The Agreement is valid for one year and is annually renewed by tacit approval of both Parties.
The Customer may terminate the Agreement at any time by a writing notice sent to the Provider by email or by fax. If the Agreement termination occurs before the public launch of the Professional Website, the Customer shall pay a compensation within 10 days after the notice delivery: 20% of the quotation total amount regardless of any promotion granted by the Provider. If the cancellation occurs after the payment of the quotation, no compensation is due to the Provider. If an annual update package was paid, it will be refunded proportionaly to the time remaining until the next update after a standard deduction of 5% for taxes expenses.
The Provider may terminate the Agreement with a 3 month previous notice. During the notice period, the Provider shall provide the same level of service, especially regarding the already ordered Professional Website updates. If an annual update package was paid, it will be refunded proportionaly to the time remaining until the next update after a standard deduction of 5% for taxes expenses.
Article 19. Force Majeure
The Provider shall not be held liable or deemed to have breached the Agreement, when the cause of delay or failure is due to force majeure as defined by the jurisprudence of Hong-Kong court, including the interruption, suspension, reduction or disruption of electricity, or any interruption of telecommunication networks.
The Customer acknowledges that the software and materials suppliers of the telecommunications infrastructure used for Internet do not constitute an absolute guarantee of proper access to the Professional Website delivered by the Provider. As an user of technology and infrastructure developed and provided by third parties, the Provider can not commit that the Professional Webiste is uninterrupted and without download delay, especially if a "bug" or upgrades occur.
In addition, if the Customer manages directly the Professional Website contents, the Provider reserves the right to modify the content of the administration interface at any time without prior notice.
The provider reserves the right to make the Professional Website temporarily unavailable for maintenance reasons or during updating process.
Article 20. Information and Privacy
After Agreement cancellation and for all evidence purposes, the Customer data may be kept confidential and retained by the Supplier.
To improve the quality of services and to meet the needs of customers, the provider may need to collect personal data about the Customer.
Article 21. Cooperation with Authorities
The Provider has a legal obligation to cooperate with authorities who ask to conduct checks on the author's content identity. The Customer shall provide a copy of ID and a Company registration form copy before any content is released publicly.
The Provider shall not be held liable for any problem regarding the content found on a Professional Website hosted on Provider's server. The Provider is not oblige to monitor the information stored on Provider's server.
Nevertheless, the Supplier is expected to inform the public authorities about obvious illegal activities or information discovered during business operation.
The Provider shall hold and retain data to identify any person and any company involved in the creation of public content.
Article 22. Modification of the Agreement
These Conditions of Sale are governed by the Hong-Kong Law.
Customer agrees that any dispute related to the Agreement shall be settled at Hong-Kong Court.
The Agreement is subject to be modified by the Provider at any time, especially in case of new technical, legal or jurisprudential matter. The Supplier shall keep the Customer informed about these changes. The Customer is free to terminate the Contract in case the new Agreement is not suitable anymore.
Article 23. Applicable Law and relevant jurisdiction
In case of dispute, failing an amicable settlement, the Hong-Kong court will have exclusive competence for adjudicating any dispute that might arise from the Agreement.
Article 24. Miscellaneous
Customer agrees that at the bottom of the homepage of the final Professional Website, the Provider add an introduction text about aellio web agency and a text with a link to the aellio web agency website and to other websites with the Customer approval. Any request to add link remained unanswered for 10 days shall constitute acceptance. With one month notice, the Customer may request the removal of one or more links.
The Customer allows the Provider to mention Customer's name or company name in the aellio web agency portfolio, and may collect the Customer's satisfaction comments for public release as a promotion.
Any written communication between the Parties can be done through email, the parties agree to consider them as prima facie evidences, except if the opposite evidence is proven.
The Agreement has no exclusive clause. The Provider shall notify the Customer in case the Provider is bidding for another Customer for the very same keywords. The Customer can request an Exclusive clause to keep the Provider services exclusive, the exclusive clause price is corresponding to the initial quotation approved by the Customer. The lack of response from the Customer within 10 days shall mean that the Customer does not ask for an exclusive clause.
Expert-Comptable, Commissaire aux Comptes
Dermatologue, médecine esthétique à Toulouse
