General terms of sale.

These general terms of sale (GTS) govern the design services (graphic and digital design, visual identity, digital materials, product design) provided by Florian Humeniuk, sole proprietor, under the trade name Equinox Factory (SIRET 789 582 327 00043), for business clients.

They apply to every order and are provided to the client before the quote is signed (article L.441-1 of the French Commercial Code). Only the written special conditions set out in the quote take precedence over these GTS. Placing an order means full and unreserved acceptance of these GTS.

Equinox Factory may change these GTS at any time: the conditions that apply are those in force on the date of the accepted quote. Equinox Factory may refuse any assignment that is contrary to the law, to morality or to its creative principles.

The quote is free of charge. It specifies the services, their prices and the delivery times, and takes precedence over the prices shown on the site or on any other medium. It is valid for one month from the date it is issued.

The quote is accepted when the client signs it and pays the requested deposit. Equinox Factory starts work on the planned date, provided it has received:

• the deposit;
• the signed quote;
• the completed and returned creative brief.

The creative brief is not an order: it serves as a guideline for the creative work. Purchases needed to carry out the work (fonts, photographs, illustrations) and additional costs (technical follow-up, travel) are discussed with the client, who pays the third parties concerned directly.

As the services are made to measure, according to the client’s specifications, no right of withdrawal applies. Equinox Factory may suspend a service in case of delay attributable to the client, without refunding the deposit paid.

Prices are shown in euros, excluding taxes. As long as the business benefits from the VAT exemption scheme, VAT is not applicable (article 293 B of the French Tax Code). Equinox Factory may change its prices at any time; an accepted quote remains fixed.

A 50% deposit is required when the order is placed. The balance is paid before the final files are delivered. For work lasting more than fifteen days, an interim invoice may be requested halfway through the assignment. Payment is made by bank transfer. No discount is granted for early payment.

In case of late payment, penalties are due by operation of law, calculated at the European Central Bank rate plus 10 points, together with a fixed indemnity of €40 for recovery costs. Files are only delivered after full payment of the quote, penalties included.

Deadlines are agreed with the client before signature and shown on the quote. Equinox Factory undertakes to meet them, except in cases of force majeure or events beyond its control (illness, accident, disaster, power or network outage, strike, theft of equipment…), which give rise to no recourse.

Deadlines assume that the client responds in good time. If Equinox Factory has received no feedback within 3 days of sending a deliverable, it is no longer bound by the planned deadlines and may put the project on hold.

To restart a paused project, the client pays a restart fee of €300 excluding tax. The restart involves a new schedule and a new price, calculated on the number of days needed to finish the work, set out in an amendment. Equinox Factory may refuse to restart a project if too much time has passed or if its schedule no longer allows it.

A revision is written feedback from the client, applied by Equinox Factory on the basis of a first design proposal sent digitally. Depending on the package, the number of revisions is limited by the number of working days stated in the quote. Any revision beyond this limit is invoiced as an extra.

The colors shown on the client’s screen are not contractual: they may differ from printed documents, including on a personal printer.

The client is responsible for the content (texts, images, graphic elements) it provides, for its compliance with regulations and for how it uses the deliverables. The client guarantees that it holds the necessary rights over the elements it supplies and protects Equinox Factory against any third-party claim in this respect. The client keeps a copy of everything it sends.

Equinox Factory guarantees original creative work, but carries out no prior-art search, in particular for trademarks. It is up to the client to do so before any use or registration. In case of an infringement claim or unlawful use linked to the elements provided or to the client’s use, the client alone bears any resulting judgments and the costs incurred.

An idea suggested by the client is not in itself a creation. Moral rights (articles L.121-1 et seq. of the French Intellectual Property Code) remain attached to their author, perpetually and inalienably. Only economic rights are transferred, and only under the conditions below.

The transfer covers the rights of reproduction, representation and adaptation. It is lump-sum or partial depending on the service. Its terms (nature, scope, purpose, territory, duration) are set out in the quote and invoices, and its price is included in the total cost. If nothing is stated, the rights of reproduction, representation and adaptation on different media are transferred for all countries, for the sole use provided for in the quote and for the legal duration of the rights.

Any reuse in a context other than that of the quote, or any unplanned use, requires Equinox Factory’s prior authorization and a new quote. Any reproduction, representation or modification without authorization is unlawful (article L.122-4 of the Intellectual Property Code).

Source and working files are only delivered if they are provided for in the quote, the invoice or a specific transfer agreement. For multimedia media (website, application), changes resulting from an update are allowed.

The transfer of rights takes effect on full payment of all the invoices of the order. Until then, the production and the rights attached to it remain the exclusive property of Equinox Factory. Equinox Factory may transfer its rights and obligations to a third party in case of cessation of activity or change of legal structure.

Unless the client explicitly objects, Equinox Factory may include a credit on the work, for example “Design & production: Equinox Factory”, with a link to www.equinox-factory.fr where the medium allows.

Equinox Factory may also cite the work carried out for its clients as references, with text or visual excerpts, as part of its prospecting, its communication and its portfolio. Any reservation about this right must be notified before the quote is signed and noted on the invoice.

Equinox Factory is bound to discretion about the information provided by the client and does not disclose any information about the work carried out that could cause it harm. A confidentiality clause can be signed at the client’s request.

The client’s data (name, company, contact details, exchanges) is used only to manage the business relationship: quotes, invoicing, follow-up of the assignment. It is neither sold nor shared. Signed quotes, invoices and exchanges are archived and serve as proof of the contracts concluded, for the period required by legal obligations.

The client has the right to access, rectify, erase, object to, restrict and port its data, exercised by email at florian@equinox-factory.fr. More information in the legal notice.

Any claim about the characteristics or conformity of a service must be sent in writing to florian@equinox-factory.fr within two days of delivery. Failing this, the service is deemed accepted without reservation.

Claims based on the client’s failure to follow the instructions given by Equinox Factory for the smooth running of the order cannot be accepted.

If the client cancels the order or terminates the contract during the assignment, the deposit paid is retained by Equinox Factory and the client pays for the time already spent, calculated at the daily rate of €500 excluding tax, as well as the expenses incurred. None of the concepts developed may then be used with another designer or studio: they remain the property of Equinox Factory.

Equinox Factory may terminate the contract at any time if the client becomes disrespectful or if the scope of the project departs from the initial request. In that case, the client cannot ask for a refund of the expenses already incurred, but pays no cancellation fee.

These GTS are governed by French law. In the event of a dispute, the parties first seek an amicable solution. Failing an agreement, the French courts have sole jurisdiction.