ARTICLE 1: DEFINITIONS

Agreement: means the agreement between Contract Up and its Client in relation to the Services.

Contract Up: means the provider under these T&C and the Agreement.

Client: means the client of Contract Up under these T&C and the Agreement.

Party: means individually Contract Up or the Client.

Privacy Policy: means Contract Up’s privacy policy available on the Website, explaining the use made of personal data processed by Contract Up.

Proposal: means Contract Up’s proposal to the Client with regards to the Services, including detailed information about the nature of the Services and their price. The Proposal is part of the Agreement, along with the T&C.

Service(s): means the service(s) and/or product(s) detailed in the Proposal and provided by Contract Up to its Client under the Agreement and the T&C.

T&C: means these terms and conditions provided by Contract Up.

Terms of Use: means the terms of use of the Website including its legal notice, available on the Website.

Website: means Contract Up’s website available at www.contract-up.com.

ARTICLE 2: APPLICABILITY OF THE T&C

The T&C apply exclusively to the Agreement and to any offer, quotation, Proposal or Service from Contract Up. Any other document from the Client (e.g. without limitation, terms and conditions of the Client, etc.) shall be deemed not applicable.

The T&C may be amended from time to time by Contract Up and are always available on the Website.

The T&C can be requested by email to info@contract-up.com.

ARTICLE 3: FORMATION OF THE AGREEMENT

The Agreement between Contract Up and the Client is formed once the Client has approved Contract Up’s Proposal in writing or by email.

The T&C are a fully integrated part of the Agreement.

ARTICLE 4: SERVICES

Contract Up offers templates and sample agreements, such as terms and conditions, service agreements, partnerships, non-disclosure agreements, privacy policy, etc., and provides negotiation workshop and legal ghostwriting services as well.

Contract Up does not provide any kind of legal advice or legal consultation whatsoever.

ARTICLE 5: TERM AND TERMINATION

The term of the Agreement is specified on Contract Up’s Proposal.

If no term has been specified for recurrent Services, it means the Agreement has been concluded for an undetermined period of time. In that case, either Party could terminate it provided they send a written notice at least thirty (30) calendar days before the effective date of termination. All the Services performed prior to this date, including during the notice period, shall be fully paid to Contract Up by the Client.

In case of non-performance under the Agreement or the T&C, the complaining Party shall request in writing from the non-performing Party compliance with its obligations within a 15 (fifteen) calendar days’ notice period. In case of inaction from the non-performing Party within this period, the complaining Party shall be entitled to terminate the Agreement immediately by written and without further notice period, without prejudice to Article 7 of the T&C and to any further liabilities.

To the extent allowed by the applicable law under Article 15 of the T&C, Contract Up is entitled to terminate the Agreement in case of bankruptcy of the Client, or admission of the Client to a statutory scheme of debt restructuring or insolvency (e.g. but not limited to judicial settlement, liquidation, etc.).

ARTICLE 6: PROPOSAL AND PRICES

Unless otherwise specified, a Proposal is valid for 30 (thirty) calendar days from the day it was sent to the Client by Contract Up.

The prices of the Services, including any expenses if any, are stated on Contract Up’s Proposal and are increased by the applicable VAT.

If additional Services are requested by the Client during the completion of the Agreement, an additional Proposal with relevant financial conditions shall be sent to the Client for approval according to Article 3 of the T&C.

ARTICLE 7: PAYMENT

Unless otherwise specified in the Proposal, the prices of the Services shall be paid in total upfront, before the performance of the Services.

Contract Up is entitled to withhold the performance of the Services under the Agreement until the payment has been made according to this provision.

If the Client fails to pay on time for the Services, Contract Up reserves the right to charge statutory interest compounded to the extent allowed by the applicable law under Article 15 of the T&C, increased by any costs allowed by the legal or regulatory applicable provisions.

ARTICLE 8: ONLINE SERVICES / WITHDRAWAL

If Contract Up offers the possibility to purchase Services online, then the detail of these Services will be available on the Website, including their price, content, duration, conditions of use, etc.

If the Clients wants to purchase such Service online, he can do so from the Website. From the Service’s details page, the Client can, with or without creating a customer account, add the Service item to its basket, then click on order and follow through with the instructions. The Client will have to fill in some details, such as name, email address etc. so the order is processed correctly. Any personal data will be dealt with according to the Privacy Policy.

Before paying, the Client will be able to verify and correct the order and the information filled. The Client will be able to read the T&C and will have to consent to the T&C in order to complete the order, by actively ticking a checkbox specially provided to that purpose.

The Client shall then pay the order with the secure payment methods detailed on the Website. A payment confirmation will be sent to the Client on the email provided. The order shall then be delivered on the same email, after payment is effectively received by Contract Up. The Client is advised to regularly check his spams.

In case the Client realizes in between that the information filled is wrong, he can directly contact Contract Up by email to info@contract-up.com.

The Client is entitled, without any reason, to withdraw their online order by email within 14 (fourteen) calendar days from the formation of the Agreement, except:

– if the Service is scheduled before the end of this period, or

– for online digital downloadable content.

By agreeing to the T&C by ticking a checkbox to that purpose before ordering the online Service, the Client expressly agrees to and acknowledges the revocation of their withdrawal right for Services such as templates, as downloadable digital content is disclosed to them shortly after ordering.

ARTICLE 9: COOPERATION

The Client shall inform Contract Up immediately of any fact or circumstance that may be of importance for and/or affect the performance of the Services.

The Client shall provide in a timely manner all the correct and complete information and documents requested by Contract Up, in Contract Up’s working languages, for the performance of the Services.

For legal ghost-writing Services, to avoid scattering and in a productivity purpose, Contract Up will allow the Client to provide its feedbacks at one time to Contract Up on the draft prepared, i.e.:

1) delivery of the first draft by Contract Up,

2) then feedback of the Client at one time,

3) then review of this feedback and updated draft by Contract Up.

It is up to the Client to sum up all its comments at one time. Any further comments/feedbacks/questions from the Client will be subject to an additional Proposal according to article 6 of the T&C.

Contract Up’s Services are for the exclusive use of the Client. To protect Contract Up’s work, the Client shall refrain from encouraging, directly or indirectly, any another party, from using, copying or duplicating, whether totally or partially, any of Contract Up’s Services (templates and/or sample agreements, etc.). Any explanatory note, user guides, videos or other, whatever their format, accompanying Contract Up templates and/or sample agreements are private to the Client and shall never be shared either.

ARTICLE 10: FORCE MAJEURE

Contract Up shall be excused, without any liabilities, including under Article 11 of the T&C, from any performance of the Services, for any period of time, in whole or in part, in case of a force majeure event, such as illness, accident, power cut, elements of nature, riots or civil disorders, epidemic, pandemic, governmental acts, etc., as well as those event recognised by the applicable law according to Article 15 of the T&C.

If Contract Up is prevented from or delayed in performing any of its Services by a force majeure event, Contract Up shall promptly notify the Client as soon as possible by telephone, to be confirmed in writing within five (5) calendar days, of the occurrence of the force majeure event, and state, in reasonable detail, the Services which are thereby delayed or prevented.

ARTICLE 11: COMPLAINT

If a Client has any complaint regarding the Services under the Agreement, he shall immediately contact Contract Up at info@contract-up.com, with a description of the complaint and all the relevant details, in order for Contract Up to be able to respond adequately, without prejudice to Article 7 of the T&C.

ARTICLE 12: LIABILITY

Contract Up shall provide the Services under the Agreement and the T&C on a best-effort basis.

To the extent allowed by the applicable law under Article 15 of the T&C, the total liability of Contract Up under the Agreement and the T&C shall be limited, all damages included, to twice the total amount excluding taxes actually paid by the Client to Contract Up under the Agreement, with a maximum amount of 1,000 (one thousand) euros.

To the extent allowed by the applicable law under Article 15 of the T&C, in no circumstances shall Contract Up be liable for any indirect and/or immaterial and/or future damages, such as but not limited to, consequential loss or damage, indirect loss, loss of data, loss of earnings, forgone profits, missed savings, loss of opportunity, loss of business, etc.

ARTICLE 13: DISCLAIMER

Contract Up does not provide any kind of legal advice or consultation during the Services. For templates and sample agreements Services, the Client acknowledge that the tailoring of the Service to its own need is its own responsibility, as well as its content therefore.

Moreover, it is the Client’s responsibility to check whether these templates and sample agreements specifically respect their applicable laws and regulations. As a non-binding statement, it has been found that these templates and sample agreements work well in accordance with European laws and regulations.

Contract Up shall not be liable due to incompleteness or incorrectness of any information or document provided by the Client.

Contract Up may casually, as a helpful hand and complimentary service, provide the Client with the contact details of other professionals (e.g. insurance company, etc.). The Client is the only decision-maker on whether to contact these professionals and use their services. Therefore, Contract Up shall bear no liability whatsoever on behalf of these professionals, and in case of damage caused by one of them to the Client, the Client expressly agrees and undertakes to hold Contract Up harmless from any liability whatsoever.

The Agreement shall not be considered in any manner as an employment contract. The Client is not the employer of Contract Up and Contract Up is not the Client’s employee. The service is provided by Contract Up in total autonomy and independently, without any subordinate relationship whatsoever.

Terms and conditions templates drafted by Contract Up shall not include any privacy policies, code of conducts or website terms of use for example, which are separated Services, therefore subject to a different price.

Contract Up shall not be held responsible if the Client has not provided sufficient information to Contract Up on the nature of its activities or requirements if need be.

It is the responsibility of the Client to check and make sure beforehand, without infringing any third party’s rights, that he owns all the necessary property rights enabling him to use its business name, trade name, domain name, etc., as well as to make sure that he has obtained all the necessary authorisations, certifications, licences, etc. to perform its activity.

For legal ghost-writing Services, the Client agrees and acknowledges that it is the only person responsible for the content published.

ARTICLE 14: REFERENCES

To the extent allowed by the applicable law under Article 15 of the T&C, the Client expressly agrees and undertakes in advance to authorise hereby Contract Up to mention the Client’s business name/trade name and logo on the Website or through any other communication tool, in order to provide marketing content or advertisement for Contract Up.

ARTICLE 15: APPLICABLE LAW

The existence, validity, construction, interpretation, performance and termination of the T&C and the Agreement shall be governed in accordance with French law.

ARTICLE 16: DISPUTE

To the extent allowed by the applicable law under Article 16 of the T&C, any disputes in connection with or arising out of the Agreement or the T&C that cannot be settled amicably shall be heard and any actions exclusively brought to the competent courts of Nanterre, France.

ARTICLE 17: CONTACT

Contract Up is a simplified joint-stock company (société par actions simplifiée) under the applicable law mentioned in Article 15 of the T&C. It is registered with the French company register under number 881 589 329 R.C.S. Nanterre (VAT no. FR46881589329 / APE code 4778C).

Contract Up can be contacted by email to info@contract-up.com.

ARTICLE 18: GENERAL PROVISIONS

In case any provision of the Agreement or the T&C is declared or become void or invalid, in whole or in part, whatever the reason, this shall not affect the remainder of such provision and the other provisions of the Agreement or the T&C, which will remain in full force.

In case of translation of the T&C, the translated version will only serve an informative purpose and will bear no legal value. Consequently, the present English version remains the reference version and shall always prevail if a discrepancy arises with a translated version.

The T&C or the Agreement can only be amended with the preliminary written consent of Contract Up.

Even though the T&C, the Terms of Use and the Privacy Policy are available to all on the Website, they shall not be reused, copied or duplicated anyhow, whether for a commercial purpose or not, by the Client or any other party.

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