GENERAL TERMS AND CONDITIONS OF SALE OF THE RESET XP COMPANY
Article 1 : Identification of the seller
The present general terms and conditions of sale (the "GTC") are those of the Reset XP company, a simplified joint stock company with a single shareholder, with a capital of 1. 1,000, whose registered office is located at Promopole, 12 avenue des Prés in Montigny-le-Bretonneux (78180), registered with the Versailles Trade and Companies Register under number 822 431 144 (the "Company"), whose activity is the marketing of turnkey entertainment and cultural video services based on old video games, commonly known as "retrogaming", as listed in Appendix 1 of these GTCs (the "Services"). Its SIRET number is 822 431 144 00036 and its intra-community VAT number is FR 86 822431144.
Article 2 : Scope of the GTC
Any order for Services by direct contact or by paper is subject, without restriction or reservation, to these GTC, which exclusively govern the commercial relationship developed between the Company and the professional (the "Client", together with the Company, the "Parties") to the exclusion of any other document and in particular any possible general conditions of purchase of the Client, and define the conditions under which the Company provides the Client with the Services, subject to any special conditions that the Company may grant in writing to the Client. Any document other than these GTC, in particular catalogues, prospectuses, advertisements and notices, is for information purposes only and is not contractual.
In accordance with the regulations in force, the GTC are available on the Company's website (https://www.resetxp.com) (the "Website") and are communicated to any Client who requests them in order to enable them to contract with the Company. Any order for the Provision of Services implies full and complete acceptance by the Client of these GTC.
The Company reserves the right, at any time, to update these GTC. For all practical purposes, it is specified that the GTC in force at the time of the conclusion of the contract for the sale of the Services in application of Article 3 are those which will be enforceable against the Client.
These conditions only apply to services provided in the European Union and Switzerland for buyers located in these territories. For any service performed outside the European Union or Switzerland, or for a customer located outside the European Union or Switzerland, it is advisable to indicate this in order to obtain a specific quote.
Article 3 : Provision of Services - Orders
Any sale of Services will only be complete once the Client has expressly accepted, in writing, the quotation drawn up by the Company and, where applicable, negotiated between the Parties. Upon receipt of the quotation signed by the Client, the order is irrevocable. This order is understood to be any order relating to the products and services marketed by the Company, accepted by the Company, possibly accompanied by payment of the deposit stipulated on the order form or the quotation duly accepted by the Client. The Services are described as accurately as possible. However, the Company cannot be held responsible for any errors or omissions in this presentation.
It is specified that the Website allows potential customers to request a quote or to contact the Company.
Any request to modify an order placed by a client will only be taken into account by the Company if the request is made in writing (including by e-mail) and is received by the Company no later than fifteen (15) working days before the planned date of execution of the Provision of Services in accordance with the Client's order with the Company, subject to availability. This period is extended to twenty-one days for requests relating to the graphic aspects of the Services. To this end, the Client shall sign an updated order form including, if necessary, a price adjustment.
In the event that the Company is unable to perform the Services, the Client will be informed by e-mail as soon as the Company is aware of this. The order for the Provision of Services will then be cancelled and reimbursed if necessary.
For any question relating to the follow-up of an order, the Client should call +33(0).184.108.40.206.65 from Monday to Friday from 9am to 12pm or from 2pm to 5pm (cost of a local call) or send an email to the following address: firstname.lastname@example.org.
The computerized registers containing, in particular, the quotations issued and accepted, the order forms and/or the invoices issued and received by the Company, kept in the Company's computer systems under reasonable security conditions, shall be considered as proof of the communications, orders and payments made between the Parties. The computerized registers are archived on a reliable and durable medium that can be produced as proof of the authenticity, integrity and legibility of said documents.
Article 4 : Prices
4.1. Determination of the cost of the Services
The Services are provided at the price agreed between the Parties and mentioned on the quotation drawn up by the Company and accepted by the Client. In the event of a specific request from the Client concerning the conditions of execution of the Services duly accepted in writing by the Company, the related costs will be the subject of a specific additional invoice. They shall also be mentioned on the quotation drawn up by the Company and duly accepted by the Client or on the order form.
The detailed price of the Services ordered in this way are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the applicable VAT rate, i.e. 20% on all the Services.
Following the execution of any Services by the Company or at any time agreed between the Client and the Company, an invoice is drawn up by the Company and sent to the Client.
Any delay or other unforeseen problems beyond the Company's control may result in additional costs which may be subject to additional billing. The Company undertakes to inform the Client, by any means, of any delay and/or problems as soon as they occur in order to be able to assess the consequences with him.
The conditions for determining the cost of the Services whose price cannot be known a priori or indicated accurately, as well as the method of calculating the price in order to verify it, will be communicated to the Client or will be the subject of a detailed estimate, at the Client's request, in accordance with the provisions of Article L. 441-1, I of the Commercial Code.
The Company reserves the right to modify its prices at any time, with the exception of Services that have already been the subject of a detailed estimate or a validly concluded contract.
4.2 Discounts and rebates
The Company reserves the right to grant discounts and rebates in consideration of the Client taking over or performing part of the Services or additional services.
The rates proposed by the Company as shown on the quotation drawn up by the Company and accepted by the Client include the discounts and rebates applied to the Client.
4.3 Discount / price reduction
No discount or reduction in price will be granted by the Company in the event of early payment.
4.4 Terms of payment
A deposit of fifty percent (50%) of the price agreed between the Parties shall be paid at the time of the order.
With the exception of the cases of force majeure referred to in Article 14 of these GCS, the deposit referred to above will be deemed to have been acquired by the Company by right and may not give rise to any reimbursement in the event of cancellation of the order by the Client less than 15 working days before the planned date of execution of the Services ordered by the Client from the Company.
Payment of the balance must be made within a maximum of forty-five (45) days from the date of issue of the final invoice by the Company, unless otherwise agreed between the Parties (the "Due Date").
Payments for Services shall be made by bank transfer only.
Failure by the Client to comply with any of its obligations under this Article 4 shall result, in addition to the provisions of Article 5, in:
- the immediate payment of all outstanding sums, without taking into account the payment term initially provided for;
- the payment, as a penalty clause, in addition to the indemnity referred to in Article 5 of the GTC, of an amount equal to fifteen percent (15%) of the amounts due; and
- the authorization for the Company to suspend or cancel the performance of the Services in progress or to come for the benefit of the Client.
Article 5 : Late payment penalties
In accordance with the legal provisions in force, any delay in payment obliges the Company to charge the Client late payment interest at the rate of three (3) times the legal interest rate ( ). The legal interest rate retained is that in force on the day of acceptance of the quotation drawn up by the Company and accepted by the Client.
The late payment interest is calculated on the amount due by the Client on the Due Date, inclusive of tax, and shall run from the Due Date without the need for any prior notice of default.
In addition to the above-mentioned late payment interest, any sum, including the deposit referred to in Article 4.4 of the GTC, remaining due on its due date shall give rise to the payment of a fixed indemnity of forty (40) euros due by way of collection costs, pursuant to Articles L.441-10 and D.441-5 of the French Commercial Code, ipso jure and without prior notice.
Any delay in payment shall result in the immediate payment of all sums owed to the Company by the Client, without prejudice to any other action that the Company may be entitled to take against the Client in this respect.
Unless the Company has given its express prior written consent, and provided that the reciprocal claims and debts are certain, liquid and payable, the Client may not validly set off any penalties for delay in the provision of the Services ordered or non-compliance with the order against the sums owed by the Client to the Company for the purchase of the Services.
If within fifteen (15) working days following the Due Date, the Client has not paid the remaining sums due, the contract between the Parties shall be terminated by operation of law and may give rise to the award of damages to the Company.
Article 6 : Warranty - Liability of the Company
The Company guarantees, in accordance with the legal provisions, the Client against any lack of conformity of the Services, resulting from a failure to provide the said Services, to the exclusion of any negligence or fault on the part of the Client.
The Company's liability may only be incurred in the event of proven fault or negligence and is limited to actual direct damage to the exclusion of any indirect damage of any kind.
Furthermore, the Company shall not be liable in the following cases:
- as a result of a failure or deficiency in a product or service for which the Company or any of its subcontractors are not responsible for the supply or delivery, in particular by virtue of an agreement concluded with the Client under the terms of which the Client has agreed to take responsibility for part of the Services or additional services;
- for facts and/or data that do not fall within the scope of the Services and/or that are not a direct extension thereof;
- if the results of the Services are used for a purpose or in a context different from that in which they were provided, if the recommendations are implemented incorrectly or if the Company's reservations and recommendations are not taken into account;
- in the event of delay or suspension of the provision of the Service attributable to the Client or in the event of force majeure.
The Company is not liable for indirect damage, loss of profit or loss of opportunity or expected benefits, or the financial consequences of any actions brought by third parties against the Client.
The end of the execution of the Services chosen by the client will result in the drawing up of an end-of-intervention document, on which the Client must indicate, in the form of handwritten reservations accompanied by his signature, any anomaly concerning the Services or the methods of their execution. This verification is deemed to have been carried out once the Client, or any duly authorized person, has signed the end of work document. No claim may be validly accepted after the Client has signed the end of work document.
In the event of Services deemed defective by the Client and notified in the completion document, the Parties shall meet in order to discuss in good faith the possible repair or compensation in relation to said Services.
The Company shall not be liable under any circumstances for the sole technical failure of any equipment made available as part of the Services.
In any event, if the Company's liability is accepted, the Company's guarantee is limited to the amount paid by the Client for the Services, excluding tax.
Article 7 : Intellectual property
The Company reserves all rights, title and interest in the studies, drawings, models, prototypes, etc., produced (even at the request of the Client) with a view to providing the Services to the Client. The Client is therefore prohibited from reproducing or exploiting the said studies, drawings, models and prototypes, etc., without the Company's express prior written authorization, which may be conditional on a financial consideration.
For the specific needs of the Services, the Company may use or develop software, including spreadsheets, documents, databases and other IT tools.
In certain cases and upon written request of the Client, such aids may be made available to the Client. Insofar as these tools have been developed specifically for the Company's needs in the context of the execution of a planned Service, without regard to the Client's own needs, they may be made available to the Client, for the duration of the contract, as is and without any guarantee attached, for the sole purpose of use; they must not be distributed, shared or communicated to third parties, either in whole or in part. This temporary availability shall not entail any transfer of rights or guarantees, whatever the title, to the benefit of the Client or of the third party.
If the Company agrees, the Client may, without geographical limitation, whether free of charge or not, irrevocably or not, use internally and for the duration agreed with the Company, which may not exceed the duration of protection by copyright, the elements designed by the Company and integrated into the Services. The Client shall not distribute, market, and more generally make available or grant the use of these same elements to third parties without the express agreement of the Company, which reserves the right to demand compensation from the Client, particularly financial compensation.
Neither Party may mention or use the name, denomination, brands and logos or other designations, whether commercial or not, of the other Party without the latter's prior written agreement. Notwithstanding the above, the Company may use the Client's name, denomination, trademarks and logos during the course of the contract to the extent strictly necessary for the performance of the services, including in proposals for subsequent services.
Furthermore, the Client authorizes the Company, after the execution of the Services, to quote its name/name as a reference and to accompany this quotation, if necessary, with a brief description of the Services carried out by the Company for the Client.
Article 8 : Property
The retrogaming equipment (consoles, joysticks, arcade terminals, games, etc.) and the associated furniture (stands, point-of-sale displays, console and joystick supports, headphones, TV screens, cables, etc.) made available to the Client by the Company during the performance of the Services are and will remain the property of the Company. The said equipment and furniture are therefore exempt from seizure by third parties under the contractual or non-contractual relationship between the Parties.
The Client shall not be entitled to assign or sublet the said equipment and furniture. He may not make any superficial or substantial changes to them.
Article 9 : Performance of the Services
Any execution of the Services by the Company may only begin after the payment of the deposit referred to in Article 4.4 has been confirmed by the Company's bank.
The performance of the Services is carried out under the sole responsibility of the Company in accordance with the terms and conditions of the agreement concluded with the Client as they appear on the quotation duly accepted by the Client under the conditions of Article 3 of these GCS or in the order form, and, in particular, in accordance with the implementation methods set out therein:
- the type of Service Provision chosen by the Client;
- the price of the Service Provision;
- the number of terminals, consoles and games deployed and, more generally, the equipment deployed by the Company for the execution of the Service Provision;
- the number of animators present to supervise the public;
- any options chosen by the Client (delivery of goodies, publication of a booklet, etc.);
- the dates and times of installation, opening to the public and dismantling.
The planned Service Provision is carried out at the address indicated on the quote drawn up by the Company and duly accepted by the Client. The Client must ensure that this is correct. The Client will be invoiced for any purely wasteful travel by the Company due to an incorrect or incomplete address. The Client may, at its request, obtain an invoice to be sent to the invoicing address and not to the delivery address, by indicating this on the above-mentioned estimate.
The Services may be performed at any other location designated by the Client, provided that the Client informs the Company in writing (including by e-mail) and that the information is received by the Company no later than fifteen (15) working days before the date on which the Services are to be performed in accordance with the Client's order with the Company. It is specified, as far as necessary, that such a modification constitutes a modification of the order placed by the Client and must therefore give rise to the establishment of an updated order form under the conditions of Article 3 of these GCS. If the Client fails to comply with the aforementioned deadline, the additional costs incurred by the change in the place of performance of the Services shall be borne exclusively by the Client.
The Client shall ensure that it gives the Company access to the location agreed between the Parties, particularly if it is not personally present at the said location during the period in which the Services are performed.
Article 10 : Obligations of the Company
The Company's commitments constitute an obligation of means under which the Services shall be performed in strict compliance with the professional rules in use and in accordance with the agreement concluded between the Parties.
Article 11 : Transferability and subcontracting
The Company reserves the right to assign all or part of the execution of the Services to service providers who meet the same qualification requirements.
If the Services require specific technical skills, the Company will inform the Client of the possibility of subcontracting part of the work. The subcontractor will then act under the sole responsibility of the Company and will undertake to keep confidential all information that it becomes aware of during the performance of the Services.
Article 12 : Insurance
The Client must insure the equipment for its replacement value:
- as new for items purchased or specially designed by the Company to carry out the Services (TV screens and supports, stands, arcade terminals, POS displays, etc.) and;
- second-hand according to the price established from the website www.arqusieux.fr and/or the book "Argus des jeux vidéo de 1980 à 2000" published by LVA Editions on 25 January 2018 for retrogaming equipment (consoles, controllers and games...).
The insurance covers the risks of theft, loss or damage, whatever the cause or nature.
Proof of subscription to the insurance referred to in this Article 12 must be communicated by any means, including by e-mail, to the Company no later than five (5) working days before the planned date of execution of the Provision of Services. If the Client fails to do so, the Company reserves the right not to carry out the Provision of Services or to reduce the value of the equipment made available as part of the Provision of Services.
The Client shall be responsible for any civil liability arising from any damage caused by the equipment or from any use of the equipment while in its custody.
Article 13 : Information and publicity
13.1. Confidential information
Each party undertakes not to disclose confidential information received from the other party.
Confidential information means information of any kind, whether visual or oral, in any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each party.
Subject to the exceptions set out below, this obligation of confidentiality shall be effective for a period of two (2) years following the completion of the Services. The content of the Services as well as the reports, letters, information, notes and estimates provided by the service provider during the performance of the Services are also confidential. These documents are communicated to the Client for strictly internal use and on condition that they are not disclosed to third parties or appended to any document that the Client may produce. If the Client wishes all or part of these documents to be disclosed to and/or used by a third party, it must request prior written authorization from the Company. The terms and conditions applicable to this disclosure will then be agreed between the Parties.
13.2. Excluded information
The obligations and restrictions set out above do not apply to:
- confidential information which is in the public domain, or which has been freely acquired prior to the commencement of the Services;
- is or becomes known otherwise than as a result of a breach of this Article 13;
- is or becomes known from other sources not bound by a restriction on disclosure;
- or is required to be disclosed pursuant to a legal obligation or at the request of any judicial or regulatory authority empowered to require disclosure of the Confidential Information.
Subject to its confidentiality obligations, the Company reserves the right to perform Services for companies competing with the Client.
13.3. Other obligations
The Company acknowledges and agrees that:
- the Parties may, unless the other Party expressly requests otherwise, correspond or transfer documents by electronic mail circulating on the Internet;
- neither Party has any control over the capacity, reliability, access or security of such electronic mail;
- the Company shall not be held responsible for any loss, damage, costs or prejudice caused by the loss, delay, interception, misappropriation or alteration of any electronic mail caused by any act whatsoever, and more generally, the Parties undertake to comply with the regulations applicable to the protection of personal data and in particular the provisions of Law 78-17 of 6 January 1978 relating to information technology, files and freedoms.
Article 14 : Force majeure
The Company shall not be held liable if the non-performance or delay in the performance of any of its obligations described in the GTCs is due to a case of force majeure within the meaning of Article 1218 of the Civil Code.
The Party noting the event must immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.
The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed twenty (20) working days. During this suspension, the Parties agree that the costs generated by the situation shall be divided equally between the Parties.
As soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make their best efforts to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented shall notify the other of the resumption of its obligation by e-mail and registered letter with acknowledgement of receipt. If the impediment is definitive or exceeds a duration of twenty (20) working days, it is expressly agreed that these GTC may be terminated by the Company, without notice or formality.
Article 15 : Unforeseen - Resolution for unforeseen
In accordance with the provisions of Article 1195 of the Civil Code, in the event of a change in unforeseeable circumstances at the time of the conclusion of the sale of the Provision of Services within the meaning of Article 3 of the present GTC, the Party that has not agreed to assume a risk of excessively onerous performance may request renegotiation of the contract from its co-contractor by registered letter or by e-mail.
In the event of refusal or failure of the renegotiation between the Parties and if the change in unforeseeable circumstances is definitive or lasts for more than five (5) working days from the date on which the change in unforeseeable circumstances is noted by registered letter or e-mail, the contract concluded with the Client shall be purely and simply terminated and any reimbursements discussed between the Parties.
Article 16 : Enforcement in kind
Notwithstanding the provisions of Article 1221 of the Civil Code, the Parties agree that in the event of a failure by either of the Parties to fulfil its obligations, the Party suffering the failure may not request compulsory execution in kind.
Article 17 : Exception of non-performance
It is recalled that pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party does not perform its own and if this non-performance is sufficiently serious (i.e. likely to jeopardize the continuation of the contract or fundamentally upset its economic balance). The suspension of performance will take effect immediately, upon receipt by the defaulting Party of the notification of default sent to it to this effect by the Party suffering the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium.
This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party that has been the victim of the default.
This option shall be used at the risk of the Party taking the initiative.
The suspension of performance shall take effect immediately, upon receipt by the Party presumed to be in default of the notification of the intention to apply the exception of preventive non-performance until such time as the Party presumed to be in default performs the obligation for which a future default is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium.
Article 18 : Non-waiver
The fact that one of the Parties does not take advantage of a breach by the other Party of any of the obligations referred to in these GTC shall not be interpreted for the future as a waiver of the obligation in question.
Article 19 : Applicable law - Language of the General Sales Agreements - Disputes
These GSC and the operations arising from them are governed by French law and are subject to French law.
These GSC are written in the French language. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
With a view to finding a solution to any dispute that may arise in the context of the execution of these GTC, the Parties agree to meet within three (3) working days of receipt of a registered letter with acknowledgement of receipt notified by one of the two Parties. This amicable settlement procedure constitutes a compulsory prerequisite to the institution of legal proceedings between the Parties. Any legal action brought in violation of this clause shall be inadmissible.
In the absence of an amicable resolution within three (3) working days, any dispute concerning the validity, interpretation, execution, resolution, consequences and consequences of these GTC shall be brought before the Commercial Court of the Company's registered office.
APPENDIX 1 : DESCRIPTION OF THE SERVICES PROVIDED
Retrogaming Xperience® :
Video-game entertainment for all types of corporate events:
▪ Arcade terminals and video game consoles from the 80s and 90s
▪ Free access games on the great video game classics
▪ Accompaniment of the public by specialized animators
▪ Exhibition of consoles and games
Retrogaming Sport Xperience® :
The video-game animation combining the history of video games with that of sport:
▪ Arcade terminals and video game consoles from the 80s and 90s
▪ Free-access games on sports video games
▪ Accompaniment of the public by specialized animators
▪ Exhibition of consoles and sports video games
Retrogaming Star Program® :
Public relations animation on the theme of retro sports video games:
▪ Retrogaming animations with a sports legend from the 80s and 90s
▪ To be coupled with the Retrogaming Sport Xperience®
Retrogaming E-Sport Xperience® :
The video game of the 80s and 90s in e-sport mode!
▪ Contests, challenges, tournaments on retro video games
▪ Organization of the events: registrations, editions of the tables, posting of the scores...
▪ Exhibition of consoles and sports video games
Retrogaming E-Sport Xperience® :
The animation on the history of video games for the youngest:
▪ Arcade terminals and video game consoles from the 80s and 90s
▪ Free-access game on great video game classics
▪ Supervision of young people by specialized animators
▪ Game Boy exhibition
The Retrogaming Senior Xperience® :
The retro video game workshop adapted to seniors:
▪ Video game furniture from the 80s and 90s adapted for seniors
▪ Accompaniment by specialized animators
– – – – – – – – – – – – – – – –
For each of the animations listed above, the service includes:
- A site visit (if deemed necessary by the client and Reset XP);
- Transport and living expenses for the animation team;
- The installation and supply of hygiene products to ensure compliance with the sanitary protocol of the events sector;
- The assembly of the furniture required for the installation of the consoles (bases, POS displays, screens);
- The installation of retrogaming equipment and its replacement in case of breakdown.
But does not include:
- Power supplies in the vicinity (for consoles and TV screens);
- The transport of the equipment to and from the venue;
- Theft and breakage insurance on the client's site for the duration of the event, including outside public opening hours;
- The options.