General terms and conditions of sale for landscape design study services

Preamble

These general terms and conditions of sale govern all contractual relationships between the representatives of Greenfrog – Pénélope Stansfield and clients wishing to use the services offered by Greenfrog – Pénélope Stansfield.

These general terms and conditions apply to all contracts for landscape design studies and project management for landscape works carried out by Greenfrog – Pénélope Stansfield, in France and abroad. These services are reserved for persons legally able to enter into contracts under French law.

The information, photographs and descriptions presented on www.greenfrog.fr are not contractually binding.

Unless specific written provisions are agreed (the client’s general purchasing conditions), signing the quotation or fee proposal from Greenfrog – Pénélope Stansfield implies full acceptance of these general terms and conditions of sale.

Any modification to these general terms requested by the client must be made in writing no later than the signature of the quotation and must be accepted by Mrs Penelope Stansfield by countersignature. In the event of conflict between these general terms and specific conditions stated in quotations or any other documents accepted by both parties, the specific conditions shall prevail.

Article 1 – Company details

Business name: Greenfrog – Pénélope Stansfield

Legal status: Micro-enterprise

Company manager: Mrs Penelope Stansfield

SIRET number: 88008580800059

APE number: 7112B Technical design office

Registered office: 16, Lotissement La Clairière, 31530 Lévignac

Telephone: 0633454281, open Tuesday to Saturday from 9.00 am to 1.00 pm and from 2.00 pm to 6.00 pm, excluding appointments.

Email: penelope@greenfrog.fr

Website: www.greenfrog.fr

Article 2 – Intellectual property rights and conditions of use

2.1. All creations give rise to copyright governed by the French Intellectual Property Code. The original work created is not freely usable: the client does not own it but purchases rights of use for the purpose defined in the contract, quotation or invoice. All creations produced under the name Greenfrog – Pénélope Stansfield remain the strict property of the manager and author, Penelope Stansfield, and may not be used without her authorisation. They may not be modified, reproduced, sold or reused for another purpose, which would be subject to the payment of reproduction rights, without the author’s prior written consent.

Any use other than that stated in the contract, quotation or invoice will be subject to additional rights. Any use that could be prejudicial to Greenfrog – Pénélope Stansfield and/or to represented third parties is prohibited.

2.2. The possible delivery of source files or working files relating to the order will take place only where strictly necessary for the use of the work provided for in the assignment conditions or in a subsequent amendment.

2.3. Projects, including rejected projects, remain the property of Greenfrog – Pénélope Stansfield and may not be used without prior payment of the contract. Abandoned projects are invoiced at 100% of the amount for the stages completed.

2.4. An idea proposed by the client does not in itself constitute a creation.

Article 3 – Quotation and formation of the contract

3.1. Greenfrog – Pénélope Stansfield prepares a written quotation and/or fee proposal in response to the client’s requirements. The quotation is prepared free of charge unless the client has been informed beforehand that it will be chargeable. Unless otherwise stated in the quotation, it is valid for three months from the date on which it is issued by Greenfrog – Pénélope Stansfield. It includes only the services and products described in it.

3.2. The contract is definitively formed once the client accepts the quotation without reservation or modification.

3.3. The signed quotation implies acceptance of these general terms and conditions and serves as an order form. It must be accompanied by a deposit of 50% of the price of the first phase stated in the proposal for services to be supplied. No work will begin until both conditions have been met: signed quotation and payment of 50% of the first phase. Subsequent payments will be made as the stages indicated in the quotation progress: 50% at the start of each phase and 50% upon delivery of each phase.

Article 4 – Withdrawal

4.1. In accordance with Article L121-20-2 of the French Consumer Code, the right of withdrawal cannot be exercised for goods made to the consumer’s specifications or clearly personalised, or which, due to their nature, cannot be returned or are likely to deteriorate or expire rapidly.

The services offered by Greenfrog – Pénélope Stansfield are entirely personalised and therefore cannot be subject to withdrawal once the contract has been formed, as set out in Article 3.2.

4.2. In the event of cancellation of an order, the deposit already paid shall be retained by Greenfrog – Pénélope Stansfield as compensation for the work undertaken, whatever the progress of the project. All copyright remains the exclusive and entire property of Greenfrog – Pénélope Stansfield, with the exception of data supplied by the client. Files and data created by Greenfrog – Pénélope Stansfield may not be claimed by the client without financial contribution.

Article 5 – Transfer of information and recording of orders / requests

5.1. The client undertakes to provide the elements necessary for the development of the project after signing the quotation. The design process will begin only once the necessary documents and information have been received. Any information supplied later will postpone delivery times accordingly. In the event of disagreement as to the cause of a delay, written correspondence by registered mail, fax or email will demonstrate the good or bad faith of the parties.

5.2. The client undertakes to provide Greenfrog – Pénélope Stansfield with the necessary plans, in particular any plans of networks and buried structures in their possession.

5.3. Any modification or additional information added to the initial request that leads to significant modifications to the project in progress will be subject to a quotation and/or additional invoicing. In the event of disagreement over the final amount stated on the invoice, written correspondence by registered mail, fax or email will evidence the agreements previously made between the parties.

5.4. Additional information may be requested by Greenfrog – Pénélope Stansfield during the project. Failure to receive this information may result in additional delay for which Greenfrog – Pénélope Stansfield is not responsible and may, where applicable, lead to non-performance of the service. In this case, the deposit will be retained and all completed work will be invoiced.

Article 6 – Approval, payment and invoicing

6.1. Unless otherwise agreed in the quotation, a deposit of 50% of the price of the first phase is paid by the client when the quotation is accepted. The order will only be carried out after this sum has been received by Greenfrog – Pénélope Stansfield.

6.2. The client undertakes to give approvals clearly and explicitly by sending an email or dated and signed letter to Greenfrog – Pénélope Stansfield for each of the following stages: the sketch design, produced after defining the brief with the client and serving as the specification; the technical file or tender consultation file produced from the previously approved sketch design; and acceptance of the works after completion and site supervision.

6.3. Each stage will be invoiced after approval by the client. Payment must be made no later than the 30th day after the invoice is issued. Payment of the previous stage commits the work on the following stage. Unless otherwise agreed, the deposit will be deducted from the first invoice.

6.4. Any modification requested by the client after approval of one of the stages listed above will be subject to additional invoicing at the rate of €67 per hour excluding tax. During the site supervision phase, any additional visit will be invoiced at €200 excluding tax per visit, with travel expenses also invoiced.

6.5. If the client gives no news within three months after documents concerning one of the stages listed above have been sent, the project will be considered finished and an invoice will be issued according to the work completed.

6.6. Payments may be made by cheque payable to Pénélope Stansfield, by bank transfer or by online payment. No discount is granted for early payment.

6.7. Unless disputed within seven days of its date of issue, the invoice is deemed accepted. Any disagreement must be reported in writing within this period.

6.8. Greenfrog – Pénélope Stansfield grants no payment delay or discount to the client, unless stated in the quotation.

6.9. The fee proposal from Greenfrog – Pénélope Stansfield does not include, unless explicitly stated in the quotation, the cost of soil analysis if required, the cost of other consultants, engineers or specialists if required, or third-party service fees. Third-party service providers’ fees must be paid directly by the client.

Article 7 – Late payment penalties

7.1. Any late payment may give rise to late payment penalties payable without reminder at the rate of 10% of the total invoice per month of delay, as well as a fixed indemnity of €40.

Article 8 – Performance deadlines

8.1. In accordance with Article L.216-1 of the French Consumer Code, the professional provides the service on the date or within the period indicated to the client, unless the parties have agreed otherwise. In the event of failure by the professional to provide the service on the date or within the period provided for, the client may terminate the contract by registered letter with acknowledgement of receipt or by written notice on another durable medium, after having first requested, under the same conditions, that the professional provide the service within a reasonable additional period and the professional has failed to do so.

The contract is considered terminated upon receipt by the professional of the letter or written notice informing them of this termination, unless the professional has performed in the meantime. Design deadlines announced outside the contract are given for information only.

Article 9 – Liability

9.1. Once the delivered documents comply with usual practice, Greenfrog – Pénélope Stansfield is released from liability.

9.2. Unless indicated in the contract, for example in the case of site supervision, Greenfrog – Pénélope Stansfield cannot be held liable for poor execution and/or direct or indirect problems arising after completion of the work relating to the project.

9.3. The client assumes full responsibility for the design choices, including materials, planting and layout, appearing in the study and work delivered by Greenfrog – Pénélope Stansfield, as well as for the use made of them, in particular their compliance with applicable regulations.

9.4. The client undertakes to provide Greenfrog – Pénélope Stansfield with the necessary plans, in particular plans of networks and buried structures in their possession. Greenfrog – Pénélope Stansfield cannot under any circumstances be held liable for any problem caused by information not communicated or incorrectly indicated by the client.

9.5. The client undertakes to provide the information necessary for the study and to consider the advice provided by Greenfrog – Pénélope Stansfield. If Greenfrog – Pénélope Stansfield carries out site supervision, the client undertakes to allow the company’s representatives to deal with the contractor or contractors.

9.6. The client undertakes not to interfere with instructions given to contractors by the project manager, Greenfrog – Pénélope Stansfield, and not to deal with the contractor directly.

Article 10 – Force majeure

10.1. In addition to cases usually recognised by case law, force majeure includes, in particular, the blocking or unavailability of telecommunications, including telecommunications networks, and any consequence of a technological evolution not foreseeable by Greenfrog – Pénélope Stansfield that calls into question the standards and norms of its profession, as well as any other event beyond the control of the parties preventing the normal performance of these terms.

10.2. Delays or non-performance of orders resulting from force majeure, including fire, flood, power cuts, regulations or any other unavoidable, unforeseeable event beyond the control of Greenfrog – Pénélope Stansfield, shall not give rise to compensation. The provisions of this article may not, under any circumstances, exempt a party from the obligation to pay the other any sum owed.

Article 11 – Disputes

11.1. Any disputes arising during the life of the company shall fall under the exclusive jurisdiction of the courts within whose district the company’s registered office is established.

Article 12 – Personal data

12.1. The information you provide to Greenfrog – Pénélope Stansfield in connection with your orders is intended solely for Greenfrog – Pénélope Stansfield, which remains the sole data controller. It may not under any circumstances be resold or used for purposes other than those concerning your project.

12.2. When using www.greenfrog.fr, information may be collected, including the URL of the links through which the user accessed the site, the user’s Internet service provider and the user’s Internet Protocol (IP) address. In accordance with French Law No. 78-17 of 6 January 1978 on data processing, files and freedoms, any natural person has the right of access and, where applicable, the right to rectify or delete data concerning them.

Article 14 – Pre-contractual information and acceptance of the terms

The client acknowledges having received, before any immediate purchase or order, these general terms and conditions and all information and details referred to in Articles L.111-1 to L.111-7 of the French Consumer Code, in a clear and understandable manner, including the essential characteristics of the services, the price of the services and ancillary costs, the date or deadline by which Greenfrog – Pénélope Stansfield undertakes to deliver the service when the contract is not performed immediately, information relating to the identity of Greenfrog – Pénélope Stansfield, its postal, telephone and electronic contact details and activities, information relating to legal and contractual guarantees and how they are implemented, and the possibility of using conventional mediation in the event of a dispute.

The fact that a client makes a purchase or orders a service entails full adherence to and acceptance of these general terms and conditions, which the client expressly acknowledges.

This English version is a practical translation of the French general terms and conditions. In the event of any discrepancy, the French version remains the reference.