1) General information
These terms and conditions are intended to govern the contractual relationship
between the Customer and Knewledge sàrl, whose registered office is located at L-8437
Steinfort, Rue de Koerich 66, and registered with the Luxembourg Trade and Companies Register under number B145525, hereinafter referred to as the “Company”.
1.1. Definitions
Customer” refers to any individual or company using the Company’s services or purchasing the Company’s products.
“Professional” refers to any individual or legal entity acting
for purposes within the scope of its commercial, industrial, artisanal or liberal activity.
“Site” refers to the Company’s website available at
www.knewledge.com.
1.2. Applicability and modification of the general terms and conditions
Except in the case of special payment and invoicing conditions linked to a specific quotation
, the present terms and conditions take precedence over all other
terms and conditions, even if the latter specify the contrary. They are available and accessible at all times on the Company’s website at www.knewledge.com/cgv/. They may be modified at any time by the Company, subject to prompt communication to the Customer. The new version of the general terms and conditions will only apply to contracts concluded after their entry into force. The Customer is bound by these general terms and conditions from the moment of signature on the offer sent by the Company, or from the moment of confirmation of payment for any Service ordered. The Customer is presumed to have read and understood them.
1.3. Company activities
The Company offers services in the digital marketing sector, in particular consultancy, production of graphic designs, sales development strategy, marketing campaigns, traffic generation campaigns, production and execution of advertising campaigns, hereinafter the “Services”.
2) Conditions applicable to all customers
2.1. Quotations and prices
Any Service requested by the Customer is the subject of a personalized offer by
the Company, transmitted verbally or in writing to the Customer, on the basis of the Customer’s
request. The Company can only provide its
Services on the basis of information provided by the Customer. The Customer therefore undertakes to provide such information within the timeframe agreed with the Company. Failing this, the Company will no longer be able to guarantee the proposed timetable for the provision of the Services. The offer submitted to the Customer by the Company is valid for 30 calendar days. Prices are fixed and may not be modified at the Customer’s request.
2.2. Payments and billing
Invoices for the Company’s Services are payable within 30 calendar days of the invoice being sent electronically by the Company to the Customer. Unless the Customer requests otherwise, by accepting these general terms and conditions, the Customer authorizes the Company to send its invoices electronically.
Any invoice dispute must be sent by registered mail to the Company within 7 working days of its dispatch. After this period, no dispute will be accepted from a Customer.
In the event of late payment, the Company reserves the right to invoke the exception of non-performance and thus suspend the performance of its Services with regard to the Customer, the relationship binding the parties forming an indivisible whole.
Invoices for media purchases made by the Company on behalf of a Customer are payable within 14 calendar days of the invoice being sent electronically by the Company to the Customer. Media purchase fees are increased by 3% to cover administrative costs and financial risk.
2.3. Privacy
Confidential data relating to both the Customer and the Company, as well as to any third parties involved in the contractual relationship, collected in any way whatsoever and, essentially by e-mail exchanges, oral exchanges, as well as any future information, are intended solely for the performance of the Services and for communications between the parties. They will not be communicated or transferred to third parties not authorized by the parties.
2.4. Personal data
Any personal data concerning the Customer as defined by the European Data Protection Regulation 2016/679 (RGPD) is processed in compliance with this Regulation. This data is processed and stored solely for the proper performance of the contractual relationship between the parties and is not, under any circumstances, transmitted to third parties either for direct marketing purposes or for any other purpose. For further information on the Customer’s privacy rights, the Customer is invited to consult the Company’s privacy charter, which is also available at any time on the Company’s website at www.knewledge.com/en/privacy-policy/.
2.5. A collection of testimonials.
The Company may request the Customer to provide written, oral or visual evidence of the performance of the Services. The Customer remains free, at any time, to refuse to provide such a testimonial. In the event of acceptance, the Customer is invited by the Company to give its formal agreement in writing. Testimonials collected by the Company may be used for documentary or reference purposes.
Independently of the solicitation of testimonials, the Company may use the name of its Customer and a brief description of the assignment entrusted to it for the promotion of its activity.
3) Conditions applicable to consulting and campaign management services
3.1. Contract duration
The Company’s Services are provided for an unlimited period. In the event of termination of the contractual relationship by the Customer, a notice period of three months begins on the first day of the month following the month in which the notice was sent.
3.2. Obligation of means
The Company is bound only by an obligation of means, unless expressly stipulated otherwise. The Company undertakes to make every effort to provide the Services. However, the Company is not obliged to use means that are disproportionate to the objective pursued by the Customer.
3.3. Lead times
Delivery times are given as an indication only. They will be suspended in the event of force majeure, non-compliance with payment conditions, or if the information to be supplied by the customer is incomplete, inaccurate or not supplied on time. Delay in the performance of the Services will only give rise to the award of damages if it is incontestably demonstrated that it is due to gross negligence on the part of the Company.
3.4. Customer responsibility
In order to enable the Services to be carried out efficiently and optimally, the Customer undertakes: (I) to make available to the Company the information and documents required by the latter; (II) to allow access to all installations, equipment and locations concerned by the Services – in particular to the Customer’s advertising accounts and Google Analytics (or equivalent), Google Tag Manager (or equivalent), Google Ads, Meta Ads and LinkedIn Ads accounts; (III) to allow the delegation of all or part of the Services to third parties, after specific information has been provided by the Company.
3.5. Compensation in the event of cancellation
In the event of cancellation for any reason whatsoever of all or part of the Services by the Customer, the Customer is obliged to compensate the Company, by way of damages, with a sum equivalent to 50% of the total amount excluding VAT of the Services ordered by the Customer.
3.6. Claims
Any claim whatsoever by the Customer must be addressed to the Company immediately and at the latest within 8 days of the occurrence of the event giving rise to the claim. All complaints must be sent by registered mail.
3.7. Intellectual property
The Customer warrants to the Company that it has all necessary intellectual rights to the content, texts, images, logos, graphics, photos, video films, audio recordings, files, software, databases, etc. that it makes available to the Company for the proper performance of its Services on behalf of the Customer. The Customer assures the Company that it will hold it harmless against any potential claim by a third party claiming to have an intellectual or industrial right to one or more of the elements that are the subject of the Company’s Services on behalf of the Customer.
4) Final provisions
4.1. Force majeure
The Company may not be held liable, either contractually or extra-contractually, in the event of non-performance of its obligations when such non-performance is the result of force majeure or an act of God. Force majeure is defined as any sudden and unforeseeable event, beyond the control of the parties, which renders the Company’s performance of its obligations momentarily and totally impossible. For example, the following are accepted as cases of force majeure, without this list being exhaustive: fires, floods, epidemics, acts of war or terrorism, energy service or Internet network failures, an act or decision by a third party when this decision affects the proper performance of the Company’s obligations, any other cause beyond the Company’s reasonable control.
4.2. Nullity of a clause
Should any provision of these terms and conditions become null and void or inoperative, the parties expressly agree that such nullity shall not affect their contractual relationship, which shall continue in full force and effect without such provision. However, the parties undertake to negotiate and conclude, in good faith and in keeping with the original true intention of the parties, one or more provisions intended to replace the clause which has become null and void.
4.3. No waiver
No failure, neglect or delay by any party to exercise any right or remedy under these terms and conditions shall be construed as a waiver of such right or remedy.
4.4. Applicable law
These terms and conditions are governed by Luxembourg law.
4.5. Dispute resolution
In the absence of amicable agreement, any dispute arising from the execution or interpretation of these terms and conditions shall be subject to the exclusive jurisdiction of the Luxembourg courts in Luxembourg-City.
