Preamble
The company AGENCE OVB (hereinafter “the Service Provider”) is a professional whose business is to grow the number of followers and the visibility of its Clients on the social network Instagram, in particular by optimizing the management of their account on that network (hereinafter “the Solution”).
The Clients of AGENCE OVB are natural or legal persons acting exclusively in a professional capacity.
The Service Provider and the Client shall be jointly referred to as “the Parties”.
Article 1
Entire Agreement
The Client declares that it has read the Terms of Service and accepted them without reservation before placing an order with the Service Provider. These Terms of Service set out all of the obligations of the parties and remain applicable throughout their relationship. They constitute the sole basis of the business relationship between the parties and, accordingly, the Client is deemed to accept them without reservation. These Terms of Service prevail over any other document, and in particular over any general terms and conditions of purchase. They apply, without restriction or reservation, to all services provided by the Service Provider to clients of the same category.
The Service Provider reserves the right to amend its general terms and conditions from time to time. These Terms of Service are provided to any Client who requests them, so as to enable it to place an order. The Service Provider reserves the right to derogate from certain clauses hereof, depending on the negotiations conducted with the Client, by drawing up specific terms of service.
In addition, the Service Provider may draw up category-specific general terms of service that derogate from these Terms of Service, depending on the type of buyer concerned, according to criteria that will remain objective. Buyers meeting these criteria will then be subject to these category-specific general terms of service.
Article 2
Content of the Service Offering
2.1 Service Offers
The purpose of these Terms of Service is to define the rights and obligations of the parties in connection with the online sale of the services offered by the Service Provider to the Client. They cover the following services:
Offer name:
Pack Boost
Services offered:
- Communication and marketing method aiming for a target of 250 to 500 real new followers from the 1st month (our clients’ real average)
- Approximately 6,000 people targeted through your Instagram account each month.
- Increased interactions on your account (likes, clicks to your website…)
- Advanced targeting
- Dedicated Account Manager (email, phone, video call support)
Price:
- 1 month with no commitment period at €200 excl. VAT
- 3 months (commitment period) at €180 excl. VAT per month
- 6 months (commitment period) at €160 excl. VAT per month
- 12 months (commitment period) at €140 excl. VAT per month
The rate varies depending on the commitment terms (fixed term) subscribed to.
Pack Pro
Services offered:
- Communication and marketing method aiming for a target of 350 to 700 real new followers, from the 1st month (our clients’ real average)
- Approximately 8,000 people targeted through your Instagram account
- Increased interactions on your account (likes, clicks to your website…)
- Advanced targeting
- Dedicated Account Manager (email, phone, video call support)
- Help converting followers into clients
Price:
- 1 month with no commitment period at €300 excl. VAT
- 3 months (commitment period) at €270 excl. VAT per month
- 6 months (commitment period) at €240 excl. VAT per month
- 12 months (commitment period) at €210 excl. VAT per month
The rate varies depending on the commitment terms (fixed term) subscribed to.
Pack Elite:
Services offered:
- Communication and marketing method aiming for a target of 400 to 800 real new followers, from the 1st month (our clients’ real average)
- Approximately 8,000 people targeted through your Instagram account
- Increased interactions on your account (likes, clicks to your website…)
- ULTRA advanced targeting
- Dedicated Account Manager (email, phone, video call support)
- Help converting followers into clients
Price:
- 1 month with no commitment period at €400 excl. VAT
- 3 months (commitment period) at €360 excl. VAT per month
- 6 months (commitment period) at €320 excl. VAT per month
- 12 months (commitment period) at €280 excl. VAT per month
The rate varies depending on the commitment terms (fixed term) subscribed to.
2.2 Support
Support by email
If needed, you can request support by email: support@agence-ovb.fr
Article 3
Term of the Services and Termination
3.1 Term of the Subscriptions (Packs)
The Solution takes the form of a monthly, quarterly, semiannual or annual subscription, and the term of this Contract depends on the offer subscribed to by the Client when placing the order.
The Client benefits from a sliding-scale rate depending on the fixed-term commitment period it chooses for its service pack.
3.2 Termination Conditions
Beyond the agreed term according to the pack chosen, the subscription is automatically renewed by the parties for one additional month (automatically renewed one month at a time until termination), unless it is terminated in writing by either party.
The Client shall send its termination request to support@agence-ovb.fr within a time limit that varies according to the pack chosen:
One (1)-Month Pack
Where the Solution takes the form of a monthly subscription, beyond the agreed term, the Contract shall be automatically renewed by the parties for a new period of one (1) month, unless it is terminated by either party within the time limit of fifteen (15) days before its expiry.
The month during which termination is requested is due in full. If the Client exceeds the aforementioned fifteen (15)-day time limit for requesting termination, the following month shall also be due.
Three (3)-Month Pack
Where the Solution takes the form of a quarterly subscription, beyond the agreed term, the Contract shall be automatically renewed by the parties for a new period of one (1) month, unless it is terminated by either party within the time limit of fifteen (15) days before its expiry.
The month during which termination is requested is due in full.
Six (6)-Month Pack
Where the Solution takes the form of a semiannual subscription, beyond the agreed term, the Contract shall be automatically renewed by the parties for a new period of one (1) month, unless it is terminated by either party within the time limit of fifteen (15) days before its expiry.
The month during which termination is requested is due in full.
One (1)-Year Pack
Where the Solution takes the form of an annual subscription, beyond the agreed term of one (1) year, the Contract shall be automatically renewed by the parties for a new period of one (1) month, unless it is terminated by either party within the time limit of fifteen (15) days before its expiry.
The month during which termination is requested is due in full.
3.3 Condition for Early Termination of a Contract with a Commitment Period
Should the Client wish to end its services before the expiry of its firm commitment period (3-, 6- or 12-month commitment depending on the offer subscribed to), the Client shall automatically remain liable for a lump-sum early termination indemnity.
This indemnity is set at an amount equal to 70% of the total amount, excl. VAT, of the monthly installments remaining to run until the term initially provided for in the contract. Termination shall only be deemed effective once the Client has paid said indemnity in full.
Any month begun during which termination is requested remains due in full, in accordance with the provisions of Article 3.2 hereof.
Article 4
The Order
The Client places its order online by email or by telephone, on the basis of the online offers and by means of the launch form that will be sent by email by Agence OVB. For the order to be validated, the Client must accept these Terms of Service by clicking where indicated on the launch form.
Any order constitutes acceptance of the prices and descriptions of the services offered, as well as of these Terms of Service.
The order expressly specifies the type of Pack chosen and the commitment period subscribed to for the Client’s subscription.
In certain cases, in particular in the event of non-payment, an incorrect address or any other problem with the Client’s account, the Service Provider reserves the right to block the Client’s order until the problem is resolved. If the service cannot be performed, the Client will be informed by email.
In the aforementioned case, the order for that service will then be canceled and any refund made, the rest of the order remaining firm and final. For any question regarding the follow-up of an order, the Client must send an email to the following address: support@agence-ovb.fr
Article 5
Electronic Signature
The online provision of the Client’s bank details and the final validation of the order shall constitute proof of the Client’s agreement and shall constitute signature and express acceptance of all transactions carried out.
In the event of fraudulent use of the bank details, the Client is asked, as soon as such use is noticed, to contact AGENCE OVB by email: support@agence-ovb.fr or by telephone: +33 4 74 07 46 31
Article 6
Order Confirmation
The contractual information will be confirmed by email no later than the start of performance of the services, to the address provided by the Client in the order form.
Article 7
Proof of the Transaction
The computerized records, kept in the Service Provider’s computer systems under reasonable security conditions, shall be deemed proof of the communications, orders and payments made between the parties. Order forms and invoices are archived on a reliable and durable medium that may be produced as evidence.
Article 8
Information on the Services
The services governed by these Terms of Service are those that appear on the Service Provider’s website and that are indicated as performed by the Service Provider or under its control. They are offered subject to the Service Provider’s availability. The services are described and presented as accurately as possible. However, should any errors or omissions have occurred in this presentation, the Service Provider cannot be held liable.
Article 9
Price
9.1 Calculation
Unless otherwise agreed, the price of the services is set according to the Service Provider’s price list on the day of the order. VAT at the applicable rate is added, where applicable, to fees and disbursements.
Delays or other unforeseen problems over which the Service Provider has no control and which are beyond its control may give rise to additional fees that may be subject to additional invoicing. The Service Provider undertakes to inform the Client of such delays and/or problems as soon as they arise so that their consequences can be assessed together with the Client.
Invoices will be issued for the services provided. Unless otherwise agreed, invoices are issued monthly.
9.2 Price Reduction
The Client benefits from the discounts and rebates appearing in the Service Provider’s rates, which are presented to the Client on the Service Provider’s site and sent to the Client when the order is placed
9.3 Late Payment Penalties
In accordance with the law, any late payment requires the Service Provider to charge late-payment interest at a rate of three times the legal interest rate; furthermore, the Service Provider shall be entitled to suspend performance of the services until full payment of the unpaid invoice, without such non-performance being deemed attributable to it.
A lump-sum indemnity for collection costs in the amount of €40 may also be claimed by the Service Provider.
9.4 Refund
Because the services are digital services delivered via the Internet, the Service Provider offers no refund once the subscription has been paid, except in exceptional cases left to the Service Provider’s discretion, in accordance with the following terms: a pro rata refund (between 5 and 10 days) of the time of use will be made in the event that the User chooses a higher annual offer.
Prices are due in full, and the Client may not claim any refund in the event of non-use, partial use, suspension or discontinuation of use of the Services before the end of the Period of Use. This is without prejudice to the Client’s ability to hold the Service Provider liable under the conditions set out in the “Liability” article, if this situation results from a failure by the Service Provider to perform its obligations.
Article 10
Payment Terms and Deadlines
10.1 Payment
Payment for the order is made by direct debit from the Client’s bank account or directly by bank card. The Client must enter its bank details in the space provided and confirm the entry of the order form. The Service Provider reserves the right to suspend any order processing and any delivery in the event that payment authorization is refused by the officially accredited bodies or in the event of non-payment.
The order is payable immediately, in full or in part depending on the offer chosen, before the service is launched. In particular, the Service Provider reserves the right to stop all services in the event of non-payment by the Client beyond that date.
The Service Provider has set up an order verification procedure designed to ensure that no one uses another person’s bank details without their knowledge. As part of this verification, the Client may be asked to send the Service Provider, by fax or by email, a copy of an identity document and proof of address. The order will then only be validated once the Service Provider has received and verified the documents sent.
10.2 Late Payment
Any late payment will result in the suspension of the current subscription and in all sums owed by the Client to the Service Provider becoming immediately due, without prejudice to any other action that the Service Provider may be entitled to bring against the Client in this respect.
Article 11
Lead Times and Suspension of Performance of the Services
Except in cases of force majeure or during closure periods clearly announced on the site’s home page, the lead times for intervention will be, subject to the Service Provider’s availability, those indicated below. Performance lead times run from the date of registration of the order indicated in the order confirmation email.
The Solution is launched for the Client within a maximum of 6 working days from the day following the day on which the Client placed its order and its first monthly payment was received (the client account is generally launched within 48 hours).
Work only begins after confirmation of payment by the Service Provider’s bank. In the event of non-compliance with the payment terms, the Service Provider may suspend, and then cancel, the service if such non-compliance persists for 15 days after formal notice has been served on the Client. In the event of rescission of the contract, any deposits paid will be retained by the Service Provider.
Article 12
Delay in Performing the Services
In the event of a delay in starting the service, the Service Provider cannot be held liable, for any reason whatsoever. Consequently, no claim for compensation of any kind whatsoever may be made by the Client.
If the Service Provider is unavailable to perform the service, the Client will be informed as soon as possible and will have the option of canceling its order.
The Client will then be able to request a refund of the sums paid no later than 30 days after their payment.
Article 13
Obligations of the Service Provider
13.1 Obligations Relating to the Performance of the Service
The Service Provider’s commitments constitute a best-efforts obligation (obligation de moyens) under which the services will be performed in strict compliance with the professional rules in use and, where applicable, in accordance with the terms of the contract.
To this end, the Service Provider will assign to the performance of the services professionals with the skills required to carry them out in accordance with its quality standards.
The Service Provider uses the know-how it has developed in digital communication and marketing to help the Client give its Instagram account the best possible visibility.
It is expressly agreed between the Parties that the Service Provider does not guarantee any result, or any volume of revenue or number of followers that might be acquired by the Client as a result of using the Solution.
On the other hand, the Service Provider is able to provide the Client with metrics demonstrating the effectiveness of its Solution in terms of traffic generated on the Client’s account.
13.2 Duty to Inform the Client in the Event of a Risk of Blocking, or of Blocking, of the Instagram Account
The Service Provider uses its best efforts to ensure that the Solution helps the Client improve the visibility and proper management of its Instagram account.
In this context, the Client undertakes to comply with the Best Practices (or good practices) that will be proposed to it by the Service Provider and that may be updated as the contractual relationship progresses.
These Best Practices (or good practices) are intended to make the use of the Solution compatible with the terms of use of the Instagram platform to which the Client has subscribed. Nevertheless, given the changing and opaque nature of the Instagram platform’s terms of use, the Client expressly acknowledges that its use of the Solution may entail possible risks of blocking and/or deletion of its Instagram account. The Service Provider, which acts on the Client’s instructions, undertakes to inform the Client of the measures to be implemented as soon as possible in the event of an alert received from Instagram, and to act upon the Client’s approval in an attempt to remedy said alerts.
Article 14
Obligations of the Client
14.1 Client’s Undertakings
In order to facilitate the proper performance of the services, the Client undertakes:
- to provide the Service Provider with the login details for its Instagram account so that the Service Provider can perform its obligations,
- to provide the Service Provider with complete and accurate information and documents within the necessary time frames, without the Service Provider being required to verify their completeness or accuracy;
- to notify the Service Provider directly of any difficulty that may arise in relation to the performance of the services,
- to comply with the Best Practices (or good practices) mentioned in Article 13.2 that will be proposed to it by the Service Provider.
14.2 Client’s Prohibitions
The Client shall not use the Solution for the following purposes:
- carrying out activities that are illegal, fraudulent or contrary to public policy,
- intruding into a third-party computer system,
- commercial prospecting,
- improving the search ranking of third-party sites or accounts,
- any misuse of the Solution for purposes other than those provided for in these Terms of Service.
Article 15
Launch Schedule and Start of Invoicing
15.1 Cooperation Obligations:
The performance of the services by Agence OVB is strictly conditional on the Client’s active cooperation and on the Client providing all the necessary technical elements (login credentials, access to social media accounts, targeting parameters, etc.).
15.2 Default Launch:
In the absence of a specific, fixed launch date expressly agreed between the parties when the quote is signed, the Client undertakes to provide the required elements without delay. At the end of a period of two (2) months from the signature of the contract, and if said elements have not been received, Agence OVB shall automatically trigger the invoicing of the first monthly installment. This invoicing is justified by the administrative fees, the reservation of technical resources and the preparation time allocated by the Agency.
15.3 Deferred Launch:
If a later launch schedule is approved by mutual agreement at the time of signature (e.g., a launch for a specific season), the agreed date is considered fixed and unchangeable. Any subsequent postponement of this date by the Client is prohibited, except in a duly substantiated case of force majeure or with the exceptional written consent of the Agency. If access has not been provided by the set launch date, invoicing shall automatically begin on said date.
Article 16
Confidentiality
Each of the parties undertakes not to disclose the confidential information received from the other party.
Confidential information means information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each of the parties, including in particular the Client’s login details for its Instagram account. This confidentiality obligation shall remain in effect for a period of 2 years following the end of the services. The content of the services, as well as the reports, letters, information, notes and quotes provided by the Service Provider during the performance of the services, are also confidential. These documents are provided to the Client for strictly internal use and on condition that they are not disclosed to third parties or appended to any document it may be required to 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 the Service Provider’s prior written authorization. The terms applicable to such disclosure will then be set.
Article 17
Intellectual Property
The Service Provider is the sole owner of the intellectual property rights relating to the operation of its website and to the performance of the services relating to the Solution. Under no circumstances does the Client benefit from any assignment or transfer of ownership of these rights.
The content of the Service Provider’s website, its general structure, and the texts, images, logos, icons, sounds and software of which the Site is composed are the exclusive property of the Service Provider. Any full or partial representation or reproduction of the Site or of any of its components without the prior written authorization of the Service Provider is prohibited and would constitute an infringement punishable under Articles L.335-2 et seq. of the French Intellectual Property Code.
Article 18
Liability of the Service Provider
The entire liability of the Service Provider and that of its staff for any breach, negligence or fault identified in the course of performing the services shall be capped at the amount of the fees paid for the services in question, so as to cover claims of any kind (including interest and costs), regardless of the number of actions, grounds invoked or parties to the disputes.
The Service Provider may only be held liable in the event of proven fault or negligence, and its liability is limited to direct damage, to the exclusion of any indirect damage of any kind whatsoever.
It is expressly agreed between the Parties that the Service Provider cannot be held liable in the following cases:
- following a failure or deficiency of a product or service whose supply or delivery is not the responsibility of the Service Provider or of any of its subcontractors;
- for facts and/or data that do not fall within the scope of the services and/or are not an extension thereof;
- in the event of use of the results of the services for a purpose or in a context different from that in which it intervened, incorrect implementation of the recommendations, or failure to take into account the Service Provider’s reservations;
- in the event of blocking or deletion of the Client’s Instagram account or of any other sanction that Instagram may take against the Client.
The Service Provider cannot be held responsible for the content of the posts or for the management of the Client’s Instagram account, which fall exclusively within the Client’s own responsibility.
The Service Provider is not answerable for its insurers, nor for indirect damage, nor for loss of earnings or loss of opportunity or of expected profits, nor for the financial consequences of any actions brought by third parties against the Client.
Article 19
Relationship with Instagram
The Service Provider declares that it has no relationship of any kind whatsoever with Instagram or its partners. The Solution operates independently of Instagram and is not intended to harm it.
The Client expressly acknowledges that the Solution has not been approved by Instagram and declares that it was informed of this before signing this contract.
Article 20
Conformity – Latent Defect
The Service Provider warrants the Client against any lack of conformity of the services and any latent defect resulting from a defect in the design or supply of said services, excluding any negligence or fault on the part of the Client. In any event, should the Service Provider be held liable, the Service Provider’s warranty would be limited to the amount excl. VAT paid by the Client for the supply of the services.
Article 21
Claims
All claims, whether made out of court or through legal proceedings, relating to the performance of the services must be made within 6 months from the end of the performance of the service.
Article 22
Right of Withdrawal
As the Client is a professional purchasing within the scope and for the purposes of its profession, the right of withdrawal provided for by the French Consumer Code does not apply.
Article 23
Personal Data
In accordance with French Law No. 78-17 of January 6, 1978, as amended (known as the French Data Protection Act, “loi Informatique et Libertés”), and the General Data Protection Regulation 2016/679 of April 27, 2016 (“GDPR”), personal data concerning the Clients is processed electronically by the Service Provider, acting as data controller, in particular in order to:
- carry out operations relating to the management of the Client’s Instagram account, facilitate the identification of Clients for invoicing and communication purposes in connection with the implementation of the Solution, inform the Client of any changes made to the Service Provider’s services, improve them, and carry out prospecting activities and statistical analyses.
The Clients’ personal data is stored either in the Service Provider’s databases in France or in those of its service providers, which are located within the European Union.
This data is kept for the period strictly necessary to fulfill the purposes set out above. Every person has a right of access, rectification, data portability and erasure of their personal data, or restriction of its processing, the right to object to the processing of their data on legitimate grounds, and the right to withdraw their consent at any time.
Finally, everyone has the right to lodge a complaint with a supervisory authority and to set out instructions regarding what happens to their personal data after their death.
These rights may be exercised by email to the dedicated address: support@agence-ovb.fr or by post to Agence OVB, 761 rue Nationale, 69400 Villefranche-sur-Saône, subject, where applicable, to proof of the identity of the data subject.
Article 24
Assignability and Subcontracting
The Service Provider reserves the right to assign all or part of the performance of the services to service providers meeting the same qualification requirements.
If the service requires specific technical skills, the Service Provider will inform the Client of the possibility of subcontracting part of it. The subcontractor will then act under the sole responsibility of the Service Provider and will undertake to keep confidential all information of which it becomes aware in the course of the services.
Article 25
Force Majeure
Any circumstances beyond the control of the parties that prevent the performance of their obligations under normal conditions are considered grounds for exemption from the obligations of the parties and result in their suspension.
The party invoking the circumstances referred to above must immediately notify the other party of their occurrence and of their cessation.
All irresistible facts or circumstances, external to the parties, unforeseeable, unavoidable, beyond the control of the parties and which cannot be prevented by them despite all reasonably possible efforts, shall be considered cases of force majeure. Expressly, in addition to those usually recognized by the case law of the French courts and tribunals, the following are considered cases of force majeure or fortuitous events: blockage of means of transport or of supplies, earthquakes, fires, storms, floods, lightning, shutdown of telecommunications networks or difficulties specific to telecommunications networks external to clients.
The parties will consult each other to examine the impact of the event and agree on the conditions under which performance of the contract will continue. If the force majeure event lasts more than three months, these Terms of Service may be terminated by the injured party.
Article 26
Changes
The Service Provider reserves the right to make any changes it deems necessary to these Terms of Service.
Article 27
Partial Invalidity
If one or more provisions of these Terms of Service are held to be invalid or declared as such pursuant to a law or regulation or following a final decision of a competent court, the other provisions shall retain their full force and scope.
Article 28
No Waiver
The fact that one of the Parties does not rely on a breach by the other party of any of the obligations referred to in these Terms of Service shall not be interpreted for the future as a waiver of the obligation in question.
Article 29
Governing Law
These Terms of Service are governed by French law. They are written in French. If they are translated into one or more languages, only the French text shall be authoritative in the event of a dispute.
Article 30
Disputes
The Parties undertake to seek an amicable solution to any dispute that may arise from the performance of the services. Any dispute arising from this contract, in particular in connection with its interpretation, performance and termination, shall be subject to the exclusive jurisdiction of the courts within the territorial jurisdiction of the Lyon Court of Appeal.