Terms and Conditions

Digical — Terms & Conditions

Effective date: 06/06/2024

1. Parties and Services

Digical SAS (141 avenue Félix Faure, 75015 Paris, France) provides subscription digital design services and related deliverables (the Services) via www.digical.fr and designated platforms.

These T&Cs apply to all Orders, Statements of Work (SOWs), and subscriptions (Order). Conflicts are resolved by this order of precedence: Order → DPA → SLA → these T&Cs.

2. Eligibility and Account

Business use only. You must be legally capable of contracting and keep account credentials confidential. You are responsible for all activity under your account.

3. Orders, Fees, Taxes

Fees are shown in the Order. Unless stated otherwise: currency EUR, prices excl. VAT.
Subscriptions auto‑renew per term unless canceled per §10.
Invoices are due upon receipt or as stated in the Order. Late amounts may incur statutory interest and collection costs under French law.
Digical may update public price lists prospectively; active Orders are unchanged during their current term unless mutually agreed.

4. Service Scope and Fair Use

Scope is defined in the Order/SOW and our service description. Work is performed through a request queue with reasonable turnaround.
Fair‑use applies: no abusive, automated, or industrialized task submission. Digical may request scope adjustments or propose an upgrade.
Change requests must be in writing. Digical may quote fees/timelines; out‑of‑scope work starts after written approval.

5. Client Cooperation and Access

You will provide timely information, materials, and least‑privilege access (e.g., domains, ad accounts, CRMs) and maintain 2FA where available.
If required inputs or access are not provided within 7 business days of a written request, Digical may pause the Services; persistent failure is a material breach.
If your actions materially obstruct delivery (contradictory directives, frequent pivots, refusal to decide), Digical may issue a written warning and, if unresolved, terminate for cause.

6. Account Access Protocol (Ad Platforms)

Purpose: create, manage, and optimize campaigns on your behalf.
Ownership: you retain ownership of accounts, data, and spend.
Security: credentials handled confidentially; activity logs retained. Digical will not share access with third parties except approved subprocessors.
Termination: upon termination or written request, access is removed without undue delay.

7. Deliverables and IP

Ownership transfer: upon full payment, you receive ownership of final deliverables specified as “work for hire” where legally possible, or an exclusive, worldwide, royalty‑free, fully paid‑up assignment/license of all economic rights in such deliverables.
Pre‑existing IP & Tools: Digical retains all rights in its know‑how, templates, frameworks, and tools. You receive a non‑exclusive license to use them as embedded in deliverables.
Portfolio License: Digical may reference non‑confidential deliverables for marketing unless you opt out in writing.

8. Acceptable Use

You will not use the Services to violate law, infringe IP, harm others, disrupt platforms, or mine data. No automated scraping, reverse engineering, or security circumvention. No competing service use of our platform access.

9. Third‑Party Services

The Services may integrate third‑party platforms. Those providers’ terms govern your use with them. Digical is not liable for their acts or outages.

10. Term, Suspension, Termination

Term runs for the subscription period or SOW duration.
Cancellation: you may cancel a subscription any time; it ends at the current term’s end.
Suspension: Digical may pause for non‑payment, security risk, legal risk, or §5 non‑cooperation.
Termination for Cause: either party may terminate on material breach not cured within 10 business days of notice. Digical may terminate immediately for unlawful use or risk to systems.
Termination for Legitimate Cause: if the project becomes unfeasible or grossly imbalanced due to your conduct or omissions, Digical may terminate after notice.
Effect: all unpaid fees through termination date are due. Access ceases. §7, §11–§16 survive.

11. Returns and Refunds

Subscriptions and Services are non‑refundable. Digical may, at its discretion, grant a partial refund or credit. If a refund is granted, rights in affected deliverables do not transfer and you must cease use. Administrative fees may be deducted as stated in the refund decision.

12. Communication Channels Lifecycle (e.g., Slack)

One channel per active client for coordination and file exchange.
After completion/termination, the channel stays accessible 90 days for retrieval, then may be archived up to 12 months and deleted thereafter. You must export materials you need. Digical is not liable for post‑deletion losses.
Voluntary exit triggers the 90‑day grace period.

13. Privacy and Data Protection

Controller/Processor roles: Each party is a controller for its own business contact data. Where Digical processes personal data on your documented instructions to provide the Services, Digical acts as processor and the parties will execute a Data Processing Addendum (DPA) incorporating EU GDPR Art. 28 standard terms and, if applicable, UK Addendum.
Transfers: Personal data may be processed in the EU/EEA and by approved subprocessors. If processed outside the EEA/UK, appropriate safeguards apply (e.g., EU SCCs/UK IDTA or Addendum).
See our Privacy Policy at https://www.digical.fr/privacy.

14. Security

Digical maintains administrative, technical, and physical safeguards appropriate to the risk, including access controls, encryption in transit where supported, and vulnerability management. You are responsible for your own system security and access governance.

15. Service Availability and Changes

Services may change, and planned Maintenance may occur. Digical may modify features or content. No SLA applies unless agreed in writing. Digical is not liable for interruptions beyond reasonable control.

16. Warranties and Disclaimers

Services and deliverables are provided “as is”. Digical disclaims all warranties to the fullest extent permitted by law, including merchantability, fitness, and non‑infringement. Creative outcomes and performance results are not guaranteed.

17. Liability Cap

To the maximum extent permitted by law, each party’s aggregate liability arising out of or related to the Services is capped at the amounts paid by you to Digical in the 12 months preceding the claim.

No exclusion cap applies to: death or personal injury caused by negligence, fraud, willful misconduct, or liability that cannot be excluded under mandatory law. No party is liable for indirect or consequential loss, loss of profits, or loss of data.

18. Indemnities

By You: for claims arising from your materials, instructions, illegal use, or breach.
By Digical: for third‑party IP infringement by deliverables as provided, excluding claims due to your materials or changes. Remedies: modify, replace, or refund relevant fees for the infringing item and terminate its license.

19. Confidentiality

Non‑public information disclosed by either party must be kept confidential and used only to perform the Order, for 5 years from disclosure, except trade secrets which remain protected while secret. Exclusions: information already known, independently developed, public, or rightfully received from a third party.

20. Force Majeure

No liability for delay or failure caused by events beyond reasonable control (e.g., outage, strike, war, epidemic, government action). Performance resumes when practicable.

21. Notices

Notices must be in writing and sent to the contacts in the Order or: hello@digical.fr. Email suffices.

22. Governing Law and Dispute Resolution

Governing law: France. Courts of Paris have exclusive jurisdiction. Mandatory consumer rules do not apply; these are B2B Services.
Before litigation, parties will attempt good‑faith resolution and may use mediation (optional) within 30 days of a dispute notice.

23. Miscellaneous

No assignment without consent, except that Digical may assign to an affiliate or in connection with a reorganization or sale of business with notice. No agency or partnership is created. Invalid terms are severed. No waiver unless written. These T&Cs may be updated with 7 days’ notice for future terms; existing Orders require mutual agreement unless changes are for security, legal compliance, or bug fixes.

24. Contact

Digical

141 avenue Félix Faure, 75015 Paris, France

Email: hello@digical.fr

Website: https://www.digical.fr