JSEM Production SLU C/ Callaueta, 8 1e 3a – AD500 Andorra la Vella – Principality of Andorra Registration number: L-719294-M Contact: contact@jsemproduction.com – +33 6 26 14 82 89

Article 1 – Purpose

These General Conditions of Sale and Services (hereinafter “GCS”) govern all contractual relations between JSEM Production SLU (hereinafter “the Provider”) and any professional or private customer (hereinafter “the Customer”) using the services offered on the site jsemproduction.com or by quotation.

The departments concerned include :

• Custom website design (showcase, e-commerce, premium, redesign)
• Search Engine Optimization (SEO) and editorial content production
• Community management and social media management
• WordPress and e-commerce website maintenance
• Website hosting
• Any other digital service agreed upon by quotation

The signing of a quotation or the payment of a deposit implies full and complete acceptance of these GCS, without restriction or reservation.

Article 2 — Obligation of means and absence of guarantee of results

2.1 — Principle

The Provider undertakes to implement all technical, human, and strategic means necessary for the proper performance of the agreed services. For all services, the Provider is bound by an obligation of means and not of results.

2.2 — Expressly non-guaranteed results

The Provider does not guarantee in any case, regardless of the service subscribed to (creation, redesign, SEO, content, community management, advertising):

• Positioning on search engines or its maintenance over time
• Traffic generated to the Customer’s site or social networks
• The volume of leads, prospects, contact requests, quotes, or appointments generated
• Sales volume, turnover, or return on investment
• The number of followers, engagement rate, or reach of social media posts
• The commercial transformation of visitors, prospects, or followers into customers

2.3 — Factors independent of the Provider

Results depend notably on factors over which the Provider has no control:

• Competition for targeted keywords and markets
• The age and history of the domain name and social accounts
• Search engine and social platform algorithms, and their updates
• Actions by the customer’s competitors
• The quality of the offer, the prices charged, and the Customer’s internal commercial process (responsiveness to requests, lead processing, sales pitch)
• Seasonality and the economic situation of the Customer’s sector

2.4 — Express acknowledgment by the Customer

The Customer expressly acknowledges having been informed, prior to their commitment, that no volume of leads, prospects, sales, or turnover can be guaranteed, and that any decision to invest in the Provider’s services is made with full knowledge of this uncertainty. The Provider generates visibility and opportunities; the conversion of these opportunities into customers is the sole responsibility of the Customer.

Article 3 – Quotation, order and deposit

3.1 — Validity of quotation

Any quotation issued by JSEM Production SLU is valid for 30 days from its date of issue. After this period, the Provider reserves the right to revise it.

3.2 — Acceptance of the order

The order is deemed accepted upon receipt of the quotation signed by the Customer, accompanied by the payment of the deposit defined in the quotation. Only the services expressly listed in the quotation are included; any additional request will be the subject of a costed quotation or amendment.

3.3 — Deposit

A deposit is mandatory to start any service. Its amount is specified in the quotation (generally 30% to 50% of the total amount excl. tax). This deposit covers the mobilization of the Provider’s resources and is non-refundable in the event of cancellation by the Customer after work has started.

Article 4 — Ownership & payment

4.1 — Ownership of deliverables

The entire site, content, articles, visuals, developments, optimizations, and technical elements produced by JSEM Production SLU remain the exclusive property of the Provider until full payment of the sums due. The transfer of ownership occurs only after full payment of the final invoice. In the event of non-payment, the Provider reserves the right to unpublish any content (pages, articles, posts) produced and not paid for.

4.2 — Terms of payment

Invoices are payable on receipt or according to the conditions indicated on the quotation. Any delay in payment shall automatically and without prior notice lead to:

• Immediate suspension of the site without compensation
• Hosting deactivation
• Removal of back-office and FTP access
• The interruption of all ongoing services (SEO, content, community management included)
• Late payment penalties at the legal rate in force in the Principality of Andorra, increased by a flat-rate recovery indemnity of €150 excl. tax per unpaid invoice

4.3 — Non-payment

In the event of persistent non-payment, the Provider reserves the right to initiate any necessary recovery procedure, the related costs being borne by the Customer.

Article 5 – License ownership and transfer

Licenses for plugins, themes, and tools used in the context of services remain the exclusive property of the Provider. They are neither sold nor transferred to the Customer.

In the event of termination of the Monthly Site Plan, transfer to another service provider, or intervention by a third party, licenses cannot be transferred. The new service provider must use its own licenses.

The Customer expressly acknowledges that licenses are included only as part of the Monthly Site Package. Their use automatically ceases in the event of termination of the package.

Article 6 – Delivery times

Indicative lead times are specified in the quotation. They may be adjusted in the event of :

• Delay in transmission of information or content by the Customer
• Late customer approval of project milestones
• Additional requests modifying the initial perimeter
• Force majeure

Compliance with deadlines is subject to the Customer’s responsiveness. Any delay in providing content (texts, photos, logos, access, information) by the Customer releases the Provider from its responsibility regarding deadlines and may lead to a postponement of the launch.

Article 7 — Revisions, validations, and project freeze

7.1 — Revisions included

Unless otherwise stated in the quotation, 2 rounds of revisions are included per project phase (mock-up, development) and per editorial deliverable (article, post). Beyond this, additional revisions are invoiced at the hourly rate indicated in the quotation.

7.2 — Tacit validation

In the absence of a written response from the Customer within 7 working days following the presentation of a deliverable (mock-up, page, article, editorial calendar), it is deemed definitively validated. Specific deadlines for social media posts are specified in Article 12.

7.3 — Project freeze

Any inactivity by the Customer exceeding 30 calendar days (failure to transmit elements, lack of validation, lack of response) automatically results in the closure of the project. The full amount provided for in the quotation remains due. Any reopening of the project will be subject to a new quotation.

Article 8 — Modifications after delivery

Any modification of the site or content by the Customer or a third party not mandated by JSEM Production SLU after delivery:

• Cancels technical warranty on modified components
• May impact the site’s natural referencing
• The Service Provider may not be held liable in any way whatsoever.

Any external intervention not previously authorized in writing by the Provider releases JSEM Production SLU from any responsibility for the proper operation of the site and its performance.

Article 9 — Technical responsibility, maintenance & security

The Service Provider shall not be held liable:

• Malfunctions linked to the hosting provider
• Server failures or network interruptions
• Cyber attacks, intrusions and external malicious acts
• Third-party updates (plugins, CMS, APIs, browsers)
• Unauthorized modifications by a third party

Despite the security measures put in place as part of the maintenance contracts, the Provider cannot guarantee absolute protection against hacking, malicious code injection, zero-day vulnerabilities, sophisticated intrusions, or DDoS attacks. Cybersecurity is a field subject to permanent and evolving risks independent of the Provider.

Article 10 — SEO & netlinking

Applicable only to services including the Monthly SEO Package.

Netlinking actions are carried out according to a progressive and qualitative strategy. The Service Provider cannot guarantee :

• Permanent retention of backlinks
• The systematic indexing of links and content by Google
• Stability of search engine positions

Search engine algorithms are independent of the Provider and subject to change at any time. SEO is long-term work whose effects are assessed over several months; no results can be required over a short period.

Article 11 — SEO writing package / articles

11.1 — Volume and scope

The number of monthly articles is defined in the quotation. Articles not produced due to the Customer (lack of validation, information, or access) are neither carryable from one month to the next, nor refundable.

11.2 — Validation

Each article is submitted to the Customer for validation. In the absence of a written response within 7 working days, the article is deemed validated and can be published.

11.3 — Ownership of content

The articles and content written become the property of the Customer only after full payment of the corresponding invoices. In the event of non-payment, the Provider reserves the right to unpublish them and prohibit any reuse.

Article 12 — Community management & social networks

12.1 — Scope

The number of posts, the platforms concerned, and the deliverables are defined in the quotation. Any request outside the scope (advertising campaigns, crisis management, event coverage, extended moderation) will be the subject of an additional quotation.

12.2 — Validation of posts

Posts are submitted to the Customer via an editorial calendar. In the absence of a written response within 72 working hours, the posts are deemed validated and can be broadcast. Any prolonged validation blockage does not entitle the Customer to any carryover or refund of the package.

12.3 — Editorial responsibility

The Customer remains solely responsible for the statements, offers, prices, allegations, and commercial promises broadcast on their accounts, provided they have been validated by them or established from information provided by them.

12.4 — Third-party platforms

The Provider cannot be held responsible for the decisions of third-party platforms (Meta, Instagram, LinkedIn, TikTok, X, YouTube, Google): account suspension or banning, reach restriction, algorithm modification, refusal or blocking of advertisements, evolution of features or terms of use.

12.5 — Access to accounts

The Customer guarantees to provide valid and up-to-date administrator access. Any delay or failure to provide access suspends the execution of the package without carryover or refund.

12.6 — Absence of guarantee of results

In accordance with Article 2, no results are guaranteed in terms of the number of followers, engagement, reach, leads, or sales from social networks.

Article 13 — Commercial disclaimer

The Service Provider may not be held liable under any circumstances:

• A drop in Customer turnover
• A loss of business opportunity
• A loss of earnings
• A volume of leads, prospects, or requests deemed insufficient by the Customer
• Poor internal management by the Customer (failure to process incoming requests, response times, pricing policy)
• Commercial decisions taken by the Customer

Article 14 — Liability cap

In any event, and except in the case of proven gross negligence or willful misconduct, the Provider’s total liability, for all causes combined, is expressly limited to the amount excluding tax actually paid by the Customer for the last three (3) months of services preceding the event giving rise to the claim, or to the amount of the quotation concerned if it is lower. Indirect damages are excluded from any compensation: loss of turnover, loss of customers, loss of data attributable to a third party, damage to image.

Article 15 — Customer’s responsibility for elements supplied

The Customer guarantees that they have all the necessary rights to the elements provided or requested, notably: trade names and registered trademarks, logos and graphic charters, textual content, photographs and visuals, videos and audiovisual content, names and references.

The Provider cannot be held responsible in the event of a summons, formal notice, complaint, legal proceeding, or dispute related to the resemblance or use of a name, trademark, image, or any other content requested by the Customer. The Customer alone assumes all legal and financial consequences and guarantees the Provider against any action or recourse by third parties related to the elements provided.

Article 16 — Non-responsibility for Customer content and activity

JSEM Production SLU acts exclusively as a technical service provider in the creation, development, animation, and launch of websites and social accounts. The Provider is in no way responsible for:

• Content published on the Customer’s site or social networks (texts, images, videos, offers, prices, promotions, descriptions)
• The legality of the products, services, activities, or offers proposed by the Customer
• Infringements of regulations applicable to the Customer’s activity (sports, health, commercial, tax, customs, or sector-specific)
• Disputes between the Customer and its own customers, partners, suppliers or third parties
• Financial, legal, or reputational consequences related to the activity carried out by the Customer via their site or networks
• User-generated content (comments, reviews, forms, registrations)
• Sales, offers, subscriptions or transactions carried out via the Customer’s site
• Events, competitions, gatherings or activities organized and promoted via the Customer’s site

The Customer is solely responsible for the compliance of their activity, offers, and content with the laws and regulations in force in their country of operation and in the countries where their services are accessible online. They undertake to guarantee and indemnify JSEM Production SLU against any claim, complaint, proceeding, fine, conviction, or costs resulting therefrom.

This clause applies notably — without this list being exhaustive — to sites for: sale of regulated products, organization of sporting or combat events, activities subject to license or approval, financial or investment services, activities subject to geographical or customs restrictions, promotion of private competitions or events, and any other sector subject to specific regulation.

Article 17 — Banking and financial data

17.1 — Role of the Provider

In the event of an explicit request from the Customer to integrate a banking data collection field (IBAN, bank details, payment details) into a web form, JSEM Production SLU acts only as a technical service provider executing an explicit and written instruction from the Customer. The Provider does not collect, store, or exploit this data itself.

17.2 — Exclusive responsibility of the Customer

The Customer assumes full responsibility for the legality of the collection, its compliance with the GDPR (EU 2016/679), the Andorran Qualified Law on Data Protection (LQPD) and any applicable banking or sector regulations, the security of the storage of the data collected, and the consequences in the event of a leak, hacking, or fraudulent use.

17.3 — Mandatory prior discharge

Before any integration, the Provider sends the Customer written information detailing the legal and technical risks. The Customer’s written confirmation constitutes a formal discharge of liability. No integration will be carried out without this confirmation. The Customer acknowledges that the web forms and third-party tools used do not benefit from any PCI-DSS certification.

17.4 — Exemption

JSEM Production SLU declines all responsibility in the event of a leak or theft of banking data collected via the Customer’s site, a complaint from a user or a supervisory authority, an administrative sanction, or a dispute related to this functionality. The Customer guarantees and indemnifies the Provider against any proceeding or conviction resulting therefrom.

Article 18 — Right of mention and portfolio

Unless otherwise requested in writing by the Customer prior to the start of the project, JSEM Production SLU is authorized to:

• Add the mention “Website creation — JSEM Production” at the bottom of the delivered site’s pages
• Mention the customer in its commercial references
• Present the completed project in your portfolio (website, social networks, marketing materials)

The Customer undertakes to keep the mention at the bottom of the page visible throughout the life of the site. Any unauthorized removal constitutes a violation of these GCS and will be subject to a flat-rate invoice of €300 excl. tax per observed infraction, without prejudice to any other recourse.

Article 19 — Confidentiality

The Provider undertakes to keep strictly confidential all information transmitted by the Customer in the context of the business relationship and not to disclose it to third parties without the Customer’s prior written consent.

Article 20 — Communication and single point of contact

The Customer designates in the quotation a single point of contact authorized to validate deliverables and formulate requests. Any request, validation, claim, or instruction must be formulated in writing (email to contact@jsemproduction.com or agreed project management tool). No oral request or request transmitted by an undesignated third party may be invoked against the Provider. Only written exchanges are binding between the parties.

Article 21 — Termination

21.1 — Monthly services

Any monthly service (maintenance, hosting, SEO, writing, community management) is without commitment unless otherwise stated in the quotation. Termination can be carried out with 30 days’ notice by email to contact@jsemproduction.com. Any period started remains fully due.

21.2 — Ongoing projects

In the event of termination of a creation or redesign project in progress by the Customer, the work already carried out is invoiced pro rata to progress. The deposit paid remains acquired by the Provider.

21.3 — Termination for serious breach by the Customer

The Provider reserves the right to terminate immediately, without indemnity or notice, any service in the event of a serious breach by the Customer, notably: insulting, threatening, or disparaging remarks towards the Provider or its team, repeated requests outside the contractual scope, persistent refusal to collaborate or provide the necessary elements, or attempt to impose results obligations not provided for in the contract. The sums corresponding to the services committed remain due.

21.4 — Restitution

In the event of the end of the contract, the Provider returns to the Customer the elements belonging to them (content, photos, texts provided by the Customer) within 15 days, subject to full payment of the sums due.

Article 22 — Force majeure

Neither party may be held responsible for a failure to fulfill its obligations resulting from a case of force majeure: natural disaster, fire, generalized infrastructure failure, war, epidemic, administrative decision, or any external, unpredictable, and irresistible event. Obligations are suspended for the duration of the event.

Article 23 — Acceptance of the GCS

The signature of the quotation or the payment of a deposit implies full, complete, and unreserved acceptance of these General Conditions of Sale and Services. The Customer acknowledges having read these GCS before any commitment, and notably Article 2 relating to the absence of guarantee of results.

Article 24 — Applicable law and jurisdiction

These GCS are subject to the law of the Principality of Andorra. Any dispute relating to their interpretation or execution falls under the exclusive jurisdiction of the courts of the Provider’s head office (Andorra la Vella, Principality of Andorra). In the event of a dispute, the parties undertake to seek an amicable solution before any legal proceedings.

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