.webp){kind=logo}
Effective date: December 10, 2024
These General Terms and Conditions ("T&Cs") govern the use of services provided by duo&co ("we," "us," or "our") to our clients ("Client," "you," or "your"). By engaging in our services or signing a Client Contract, you agree to these T&Cs.
If you are entering into this agreement on behalf of a company or legal entity, you represent that you have the authority to bind such an entity to this agreement.
We provide marketing strategy, consulting, and execution as detailed in the Client Contract. All deliverables, timelines, and pricing are outlined in the Client Contract and agreed upon prior to the commencement of Services.
To enable duo&co to deliver Services effectively and efficiently, the Client agrees to provide all necessary data, documentation, and instructions in a timely, accurate, and complete manner. The Client must promptly inform duo&co of any changes or updates to the information provided that could impact the Services.
The Client also commits to collaborating with duo&co by making key stakeholders available for discussions, approvals, and feedback within agreed timelines. In addition, the Client must respond to inquiries, requests for clarification, or approvals in a manner that ensures the project proceeds according to schedule without delays.
Furthermore, the Client guarantees that all materials, content, and information provided to duo&co comply with applicable laws, including those relating to intellectual property, data protection, and privacy. The Client warrants that they have obtained all necessary rights, licenses, or permissions to use any third-party materials shared with duo&co as part of the project.
Should the Client fail to fulfill these responsibilities, duo&co may not be held liable for resulting delays or disruptions, and additional fees may apply. The Client shall indemnify duo&co against any claims, damages, or liabilities arising from the use of materials provided by the Client.
Fees for Services are outlined in the Client Contract.
Payments are due within 30 days of receiving an invoice unless otherwise agreed.
Late payments will incur a penalty of 10% of the overdue amount per month of delay, calculated from the due date until payment is received in full. This penalty is in addition to any legal or administrative costs incurred in recovering the overdue amount. duo&co reserves the right to suspend Services until all outstanding payments, including penalties, have been settled.
Both parties agree to protect the Confidential Information of the other party and not disclose it to third parties without prior written consent. This obligation survives termination of this Agreement for a period of three (3) years.
All deliverables created by duo&co, including but not limited to marketing materials, strategic plans, designs, and reports (collectively referred to as "Deliverables"), remain the sole intellectual property of duo&co until payment for the associated Services is made in full.
Upon receipt of full payment, duo&co grants the Client a non-exclusive, royalty-free, and perpetual license to use the Deliverables for the purposes outlined in the Agreement or Client Contract.
Any pre-existing materials provided by the Client remain the Client's property.
duo&co shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, goodwill, data, or anticipated savings, arising out of or related to this Agreement or the performance of Services, even if duo&co has been advised of the possibility of such damages.
In no event shall duo&co’s total cumulative liability for any claims, damages, or losses arising out of or related to this Agreement exceed the total amount paid by the Client for the Services in the six (6) months immediately preceding the event giving rise to the claim.
This limitation of liability applies to the fullest extent permitted by applicable law and regardless of the legal theory under which the claim is brought, including breach of contract, tort (including negligence), or otherwise.
The Client acknowledges that this limitation of liability is a fundamental part of the Agreement and reflects a fair allocation of risks between the parties.
Either party may terminate this Agreement for any reason by providing the other party with at least thirty (30) days' written notice. Termination of the Agreement does not relieve the Client of the obligation to pay any outstanding fees for Services rendered up to the effective date of termination.
Upon termination, all fees due and payable to duo&co must be settled in full. duo&co reserves the right to suspend access to all deliverables, including but not limited to drafts, final assets, and reports, until all outstanding payments are received.
If the Client terminates the Agreement before the completion of Services, duo&co shall invoice the Client for work performed up to the termination date, calculated on a pro-rata basis or as otherwise outlined in the Purchase Order.
Termination of the Agreement does not affect any provisions that are intended to survive, such as confidentiality, intellectual property rights, and limitation of liability, which shall remain in force following termination.
This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of laws principles. Any disputes, claims, or controversies arising out of or in connection with this Agreement, including its validity, interpretation, performance, or termination, shall be resolved exclusively by the competent courts located in Paris, France.
The parties agree to submit to the exclusive jurisdiction of the Paris courts, waiving any objections based on venue or inconvenient forum. Before initiating formal legal proceedings, the parties agree to make a good faith effort to resolve any disputes through informal discussions or mediation.
This section does not limit either party’s right to seek urgent injunctive relief in any court of competent jurisdiction to protect their confidential information or intellectual property rights.
Neither party shall be held liable for any delays or failure to perform their obligations under this Agreement if such delays or failures result from events beyond their reasonable control ("Force Majeure Events"). Force Majeure Events include, but are not limited to, natural disasters (e.g., floods, earthquakes, hurricanes), acts of government or regulatory authorities (e.g., changes in law, embargoes, or governmental orders), war, terrorism, civil unrest, labor disputes or strikes (other than those involving the affected party’s employees), internet or telecommunication outages, or other unforeseeable and unavoidable events.
In the event of a Force Majeure Event, the affected party shall promptly notify the other party in writing, providing details of the nature and expected duration of the event and the extent to which its obligations are affected. Both parties shall use reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable.
If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party without further liability, except for payment obligations for Services rendered up to the date of termination.
This clause does not excuse delays or failures caused by a party’s negligence or lack of preparedness for reasonably foreseeable circumstances.
These Terms and Conditions may only be amended, modified, or supplemented through a written agreement explicitly referencing this Agreement and signed by authorized representatives of both parties. No oral agreements, informal understandings, or unilateral changes shall be effective in altering or amending the provisions of this Agreement.
Any proposed amendments must be communicated in writing and agreed upon in advance. Once approved, such amendments shall become an integral part of this Agreement and shall have the same binding force as the original terms.
Each party reserves the right to request amendments to address changes in circumstances, applicable laws, or operational requirements, but no amendments shall be enforceable without the mutual consent of both parties as specified above.
This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or representations.
Contact information
For any questions regarding these T&Cs, please contact us at sisters@duoand.co