1. General
These general terms and conditions and the special terms and conditions contained in the quote apply jointly to the Services whose execution the Customer has entrusted to INSTAPLAY. In the event of contradiction between these general terms and conditions and the special terms and conditions, the special terms and conditions shall prevail.
Any other condition of the Customer shall, in the absence of express acceptance, be unenforceable against INSTAPLAY, regardless of when it may have been brought to its attention.
2. Conditions of Performance of the Services – Deliverables
2.1 Definitions of Services – INSTAPLAY’s Services consist of advice, recommendations, consulting, in the area of game development and publishing or any support or other work provided by INSTAPLAY to the Customer in its final form (“the Services”).
2.2 Subcontracting – INSTAPLAY reserves the right to subcontract the execution of all or part of the Services to a third party.
2.3 Lead times – The lead times specified to the Client are indicative, unless special conditions have been agreed in the quotation. INSTAPLAY shall make its best efforts to carry out its mission in accordance with the agreed schedule. In the event of difficulties encountered in respecting this schedule, the parties shall consult each other with a view to setting new deadlines and/or new terms.
INSTAPLAY shall not be held liable for the consequences of failure to comply with the agreed schedule, in the event of modification of the content of its assignments or in the event of failure by the Customer to comply with its obligation to provide information as set forth in Article 4.
2.4 Modification of the Services – Any modification of the Services requested by the Customer must be expressly approved by INSTAPLAY. INSTAPLAY and the Customer shall consult with a view to establishing new terms and conditions.
2.5 Electronic transmission of documents – Unless the Customer expressly requests otherwise, the Customer is deemed to accept that exchanges with INSTAPLAY be transmitted electronically.
2.6 Oral advice and draft deliverables – INSTAPLAY is only responsible for written deliverables in their final version accepted under the conditions of article 2.7 below. INSTAPLAY shall not be liable for any draft deliverables or oral recommendations that INSTAPLAY may have made.
2.7 Acceptance – Unless otherwise specified in the quotation, the expiry of 7 working days from the date on which the deliverable is (i) sent to the Customer without INSTAPLAY having received notification of a refusal of acceptance from the Customer or (ii) is used by the Customer shall constitute acceptance of the deliverable.
3. Intellectual property rights
Unless otherwise agreed, INSTAPLAY shall remain the owner of the copyrights on the Services and, in general, on all the intellectual work carried out for its Client in the context of the execution of its work. Unless otherwise agreed, the Customer only acquires a right of use.
4. Customer’s obligation to provide assistance and information
The Customer shall provide all the assistance necessary for the execution of the Services to INSTAPLAY. The Customer shall also ensure that all information communicated to INSTAPLAY in the context of the performance of the Services is provided in a timely, accurate, complete and relevant manner.
5. Remuneration
5.1 Pricing – The price of the Services is set within the Quotation signed by the Client. It will consist in a fixed amount.
Certain Services, in particular the creation of games, optimization of production and/or the Client’s turnover, will be subject to an additional remuneration, determined as a percentage of the Customer’s turnover.
5.2 Invoicing and payment – INSTAPLAY shall invoice the Services in accordance with the provisions of the Quotation. All invoices are payable within 30 days. Any delay in payment shall give rise to the invoicing of late payment interest equal to three times the legal interest rate and a fixed indemnity for collection costs of 40 euros.
6. Privacy
INSTAPLAY undertakes not to disclose any information or data concerning the Customer, unless required by legal or judicial obligation.
However, in the event of use of subcontracting under the conditions set forth in Article 2.2, INSTAPLAY may communicate confidential information to subcontractors.
This confidentiality undertaking applies for a period of 2 years from the end of the Services.
However, the Customer agrees that INSTAPLAY may mention the Services performed for its benefit as part of the promotion of its services.
7. Protection of personal data
The Parties undertake to comply with the legal and regulatory provisions in force relating to data protection, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “RGPD” accessible via the following link: https://eur-lex.europa.eu/legal-content/FR/TXT/PDF/?uri=CELEX:32016R0679) as well as Law No. 78-17 of 16 January 1978 in its latest version in force (accessible via the following link: https://www.legifrance.gouv.fr/affichTexte.do?cidTexte=JORF.
TEXT0000886460).
8 – Warranty and limitation of liability
INSTAPLAY excludes any warranty other than that expressly agreed between the parties, if any.
The Customer agrees (i) that INSTAPLAY’s liability for non-compliance with its obligations shall be limited to direct damages, to the exclusion of any indirect damages and (ii) that the compensation owed by INSTAPLAY in the event of non-compliance with its obligations shall be limited to the amount of the fees invoiced].
INSTAPLAY may not be held liable in the event of partial, incorrect and/or altered use of the Services by the Customer or by third parties.
9. Miscellaneous
9.1 Non-exclusivity – INSTAPLAY may assist other Clients in the same business sector as the Client.
9.2 Force majeure –
Force majeure – Neither of the Parties shall be held liable in the event that the performance of its obligations is delayed, restricted or made impossible due to the occurrence of a case of force majeure. The Party suffering the force majeure must notify the other Party of the occurrence without delay. In the event of the occurrence of force majeure, if the impediment is temporary, performance of the obligation shall be suspended unless the resulting delay justifies termination of the Contract. If the impediment is permanent, the Agreement is automatically terminated, and the Parties are released from their obligations under the conditions provided for in the new Articles 1351 and 1351-1 of the French Civil Code.
9.3 Applicable law and dispute resolution
Relations between INSTAPLAY and the Client are governed by French law.
In the event of disputes arising from the performance of the contract, the parties undertake to conduct negotiations with a view to an amicable settlement.
In the event of failure of the negotiations, the Parties recognize the jurisdiction of the Lille Metropole Commercial Court.