GENERAL TERMS AND CONDITIONS
PRELIMINARY ARTICLE: DEFINITIONS
The present Contract refers only to the agreements included herein
- Contract: refers to the document signed by both Parties and any addendums that may follow.
- The Parties: refers to SparkUp and the Client.
- Company: any company set up, joined or taken over by the Client, one of their strategic shareholders or with other partners in which the Client, one of their strategic shareholders or other partners carry out managerial functions during the life of the Contract.
ARTICLE 1: PURPOSE OF THE CONTRACT AND OBLIGATIONS OF SPARKUP
The obligations of SparkUp can never include the direct or indirect search for financial investors.
ARTICLE 2: END OF THE CONTRACT
After the end of the Contract, the partners remain tied by the obligations of Articles 5: Responsibilities, 6: Intellectual Property, 7: Confidentiality and 13: Settlement of Differences, which remain in force for a duration of 2 years.
ARTICLE 3: OBLIGATIONS OF THE CLIENT
3.1 OBLIGATIONS RELEVANT TO THE ONLINE CAMPAIGN
The Client agrees to make every effort to reach the fundraising target.
However, the Client can refuse all investments and refuse any offers for shares in the Company.
The Client agrees to provide SparkUp and visitors to its website with all the information relevant to the visibility of the projects of the Company. This information should be honest and complete.
3.2 OBLIGATIONS RELATIVE TO ANY OTHER FUNDRAISING BY A COMPANY DURING THE CONTRACT.
The Client should inform SparkUp by letter and by email of any capital increase by the Company during the lifetime of the Contract, no later than 5 working days after the release of the report from the General Meeting of the Shareholders of the Company where the increase is decided. Since verification by SparkUp is burdensome and difficult, non-compliance of this obligation by the Client will result in the payment of a statutory 3% of the amount of the capital increase to SparkUp.
ARTICLE 4: FINANCIAL CONDITIONS
4.1 PRICING CONDITIONS
All the prices and penalties indicated in the Contract do not include taxes.
4.2 INVOICING AND PAYMENT CONDITIONS
In the event of an increase in capital, SparkUp will provide the Client with an invoice on the first working day after the increase, to be paid on the day after the transfer of the monies from the company’s share capital account to their current account.
If no increase occurs, no invoice will be issued by SparkUp.
The Client should inform SparkUp of the success of the fundraising attempt less than seven days after its completion. In the event of late payment, the Client will have to pay 1% of the amount raised per calendar month.
ARTICLE 5: RESPONSIBILITY
Each of the Parties is responsible for the good execution of its obligations included in the Contract and agrees to repair any direct, material or immaterial prejudice caused to the other Party by the non-execution, partial execution or bad execution of their obligations including direct damage to goods or people by their actions or the actions of their staff, their subcontractors, their attendants, their equipment or software or things that they have in their care, excluding indirect damage.
SparkUp is responsible for the use of all material, documents and information that are given to them by the Client. They can only be used for the purposes of the Contract.
SparkUp agrees to take all precautions necessary for the protection and confidentiality of the material and immaterial elements entrusted to them by the Client or to which they may have access during the life of the Contract.
The Parties agree the limitations and exclusions of the compensation and interest that may be due by one of the Parties as stated in Article 5.2.
5.2 LIMITATIONS AND EXCLUSIONS OF RESPONSIBILITY
The Parties agree to limit their responsibility for direct damage that one Party might cause another to 10,000€.
The essential obligation of SparkUp is to provide access to its marketing technology to allow the most effective campaign on the Client’s network.
As a result, any damage caused:
- To the Client from the action or inaction of investors of a company, or
- To a company from a disagreement between Clients
ARTICLE 6: INTELLECTUAL PROPERTY
Each Party remains the owner of any preexisting rights of intellectual property, methods or knowledge which are their own. When the Parties exchange their methods or knowledge they agree to treat them as confidential and to only use them for the purposes of the Contract.
ARTICLE 7: CONFIDENTIALITY
All the information exchanged between SparkUp and the Client during the negotiation or execution of the Contract is to be considered as confidential. This includes any information recognized by the law or jurisprudence as being linked to personal privacy or being of a personal nature.
Any information for which the designated Party can demonstrate the following will not be considered as confidential:
- That their publication was made necessary by a legal requirement, regulation or decision;
- That they were published after written permission was obtained from other Party or that their publication was made by the other Party;
- That they were released into the public domain before their publication, providing their release was not the result of an infringement of the confidentiality clause by the Party responsible for their release;
- That their publication was the result of internal work without the use of confidential information as defined by the present article and that they were given to one of the Parties by a third Party who did not violate the confidentiality clause as defined in this Contract.
The publication of the confidential information by the Party having received, is only permitted for the benefit of their legal representatives, attendants, suppliers or subcontractors, and is limited to that which is necessary for the execution of their obligations as defined by the Contract.
ARTICLE 8: TITLES
In the event of a difficulty to reconcile one or other of the titles at the top of a requirement of the Contract with the stipulations therein, the titles will be considered as nonexistent.
ARTICLE 9: INVALIDITY
If one or more stipulations of the Contract are declared non valid due to the application of a law, regulation or decision made by a legal body, the remaining clauses will continue to take effect. Regarding the invalid clauses, the Party will make every effort to replace them as quickly as possible with similar clauses to the same effect.
ARTICLE 10: TOLERANCE
The inability of one of the Parties to prove the intention of the other Party to comply with the obligations in this Contract cannot be considered as a breach of the obligation in question.
ARTICLE 11: ENTIRETY OF THE CONTRACT
The Parties agree that the Contract details all the commitments taken by the Company and cancels and replaces all preceding acts and agreements in relation to the subject of this Contract.
No general or specific condition detailed in the documents given or sent by the Parties before the date of effect of this present Contract can be included in this Contract, without written approval of the Parties.
ARTICLE 12: FORCE MAJEURE
Force Majeure is defined as being those defined by the jurisprudence of the French Court of Cassation.
If one of the events defined as a force majeure makes it impossible to execute one or other of the clauses in this Contract, the relevant obligations affected by the event will be suspended for the duration of the aforementioned event. The Party declaring the event of force majeure should inform the other Party, detailing the duration and the possible consequences of the force majeure in the 15 calendar days after its occurrence. In the event of a force majeure, the Parties agree to meet together as soon as possible in order to investigate the possible measures that can be taken to reduce the effects of the force majeure. For the duration of the event, neither Party can use the force majeure as a reason to end the Contract. If the force majeure lasts for more than 30 calendar days, the Parties will meet together to discuss any changes necessary for the continuation of their collaboration or to put an end to the Contract.
ARTICLE 13: SETTLEMENT OF DISAGREEMENTS – JURISDICTION ASSIGMENT
Any disagreement linked to the interpretation or execution of this Contract should, in the beginning and wherever possible, be subject to negotiation between the Parties.
If no agreement can be found after 1 month from the date that a registered letter with signed receipt is presented to notify the disagreement stipulated in Article 17.1 and 17.2, the disagreement will then be presented before the relevant Courts in Paris, notwithstanding a possible plurality of defenders including emergency procedures and protective measures or by their order.
ARTICLE 14: APPLICABLE LAW
The Parties expressly agree that the Contract is subject to French law.
ARTICLE 15: RESPECT OF LAWS AND RULES
The Parties declare that they comply with the laws and rules applicable to this Contract on the date that is signed and will remain in compliance therewith while it is in effect.
ARTICLE 16: ADDENDUMS
The Contract can only be modified by an addendum signed by the authorized representatives of both Parties.
ARTICLE 17: BREACHES, CANCELLATIONS, SUSPENSION
17.1 BREACHES OF SPARKUP
In the event that SparkUp should not fulfill any one of the obligations deemed to be essential for the completion of the Contract, the Client can give written notice for SparkUp to remedy the situation.
If, in the following 15 calendar days after the notification, SparkUp has not taken appropriate measures to find a solution, the Client can then, after a further 15 calendar days, notify SparkUp, by registered letter with signed receipt, of the cancellation of the Contract. This will not affect any other rights the Client has, including the right to compensation.
17.2 BREACHES OF THE CLIENT
In the event that the Client should not fulfill any one of the obligations deemed to be essential for the completion of the Contract, SparkUp can give written notice for the Client to remedy the situation.
If, in the following 15 calendar days after the notification, the Client has not taken appropriate measures to find a solution, SparkUp can then, after a further 15 calendar days, notify the Client, by registered letter with signed receipt, of the cancellation of the Contract. This will not affect any other rights SparkUp has, including the right to compensation.
SAS, with a capital of 1 500€, registered with the Register of Commerce and Companies of Pontoise under the number 793 555 160, represented by the person of Jeremy Ley as President of the Company.