Terms and Conditions

These terms apply to all communication consulting and influencer campaign services provided by Be COM Happy to its business clients.

Article 1Purpose and scope

1.1. Purpose. These general terms and conditions of sale (the “Terms”) govern the services provided by Be COM Happy (the “Service Provider”) to any business client (the “Client”). Be COM Happy does not contract with consumers.

1.2. Specific agreements. They apply in the absence of a specific agreement. Where a specific agreement is signed with a Client, its provisions prevail over these Terms, which apply to any matter that agreement does not address.

1.3. Acceptance. Any order constitutes acceptance of these Terms. The Client’s purchasing terms do not apply unless accepted in writing by the Service Provider.

Article 2Services

2.1. Services offered. The Service Provider offers two types of services:

• Marketing and communication consulting: communication strategy, audits, and marketing support for the Client’s websites and digital services;
• Influencer marketing campaigns: campaign design, selection and briefing of content creators on social networks (Instagram, TikTok, Facebook, X, Telegram, etc.), tracking of posts and performance through tracking links, payment of creators, and reporting.

2.2. Best-efforts obligation. The Service Provider is bound by an obligation of means. It does not guarantee any volume of visibility, sign-ups or sales, unless a quantified commitment has been expressly accepted in writing.

Article 3Orders

3.1. Quotes and orders. Each service is subject to a quote, proposal or written agreement (an email is sufficient) specifying the nature of the services, the period, the budget and, where applicable, the budget allocated to creators.

3.2. Recurring services. For recurring services, the parties may agree on a monthly amount, set in writing before each billing period. Failing agreement for a given period, the last agreed amount applies.

3.3. Changes to an order. Any change to an order requested by the Client after its acceptance requires prior written agreement and, where applicable, a price adjustment.

Article 4Campaign execution and creator network

4.1. Status of the Service Provider. The Service Provider acts in its own name. To carry out influencer campaigns, the Service Provider itself selects, briefs, contracts with and pays content creators, in its own name and on its own behalf. No contractual relationship is created between the Client and the creators.

4.2. Use of independent creators. The Client expressly agrees that the Service Provider may engage independent content creators, in France and abroad, to carry out the campaigns. The Service Provider remains solely responsible to the Client for the proper performance of the services.

4.3. Creator network. The network of creators built by the Service Provider, the relationships with those creators, rate cards, briefs, message templates and data relating to creators (identity, contact details, collaboration history, performance) belong to the Service Provider. The Client acquires no rights in these items by reason of the services.

4.4. Non-solicitation. During the relationship and for twelve (12) months after it ends, the Client shall not contract, directly or through any intermediary, with any creator introduced to it or who carried out a campaign for it through the Service Provider during the previous twelve (12) months, unless the Service Provider agrees in writing.

4.5. Reporting. Upon request, the Service Provider provides the Client with campaign reporting (posts published, tracking links, results), without any obligation to disclose creators’ personal data.

Article 5Content, compliance and adult audiences

5.1. Creator content. The Service Provider orders promotional posts from creators that include a tracking link. It does not request or pay for any sexually explicit content. Creators choose the form of their posts in compliance with the law and the rules of the social networks used.

5.2. Creator commitments. The Service Provider requires each creator to be of legal age, to comply with the rules of the social networks used, and to disclose the commercial nature of their posts where required by applicable law (in France, the label “Publicité” or “Collaboration commerciale”).

5.3. Promoted platforms. Where the promoted services are restricted to adults, the Client undertakes to implement on its services an age verification system compliant with applicable regulations, preventing minors from accessing any adult-only content.

5.4. Client’s responsibility for its services. The Client warrants that the services, websites and applications it asks to promote are lawful, that it holds the rights to the trademarks, visuals and content it provides, and that these may be used for the campaigns. The Client indemnifies the Service Provider against any claim in this respect.

5.5. Refusal. The Service Provider may refuse or suspend, without compensation, any campaign it considers contrary to the law, to social network rules or to its reputation.

Article 6Prices, invoicing and payment

6.1. Prices. Prices are stated in euros excluding taxes; VAT at the applicable rate is added. They may take the form of a flat fee, a monthly amount or an agreed percentage (for example, a percentage of the revenue of the promoted services).

6.2. Influencer campaigns. The price of influencer campaigns covers design, coordination, tracking and the creators’ fees, which the Service Provider pays in its own name. The whole is invoiced as a supply of services subject to VAT.

6.3. Invoicing. Unless otherwise agreed, services are invoiced monthly, at the beginning of the month. Invoices are payable by bank transfer within thirty (30) days of their issue date. The Client may pay an invoice in several instalments, provided the balance is paid by the due date. No discount is granted for early payment.

6.4. Late payment. Any late payment automatically incurs, from the day after the due date and without prior notice, late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and a fixed recovery fee of forty (40) euros (Article L. 441-10 of the French Commercial Code). If payment is more than fifteen (15) days late, the Service Provider may suspend ongoing campaigns.

Article 7Intellectual property

7.1. Client materials. The Client retains ownership of its trademarks, logos, visuals and content. It grants the Service Provider, for the duration of the services, the right to use them and to pass them on to creators to carry out the campaigns.

7.2. Service Provider know-how. The Service Provider’s methods, tools, briefs, templates and know-how remain its exclusive property.

7.3. Creator posts. Usage rights in creators’ posts are agreed between the Service Provider and each creator. Any reuse of these posts by the Client outside the campaign requires the Service Provider’s prior written consent.

Article 8Personal data

8.1. Compliance. Each party complies with the General Data Protection Regulation (GDPR) and the French Data Protection Act.

8.2. Creator data. The Service Provider is the controller of the data of the creators it recruits and pays. The Client is the controller of the data of the users of its own services.

8.3. Client data. Where the Service Provider accesses personal data for which the Client is the controller, it acts as a processor, solely on the Client’s instructions, and takes appropriate security measures.

Article 9Confidentiality

9.1. Principle. Each party keeps confidential the other party’s non-public information obtained in the course of the services, for their duration and three (3) years after they end.

9.2. Exceptions. Disclosure of information, strictly to the extent necessary, to accountants, legal advisers, banks and payment service providers (in particular under their know-your-customer and anti-money-laundering obligations), and to public authorities where required by law, does not breach this obligation.

Article 10Liability

10.1. Limitation of liability. The Service Provider is liable only for proven fault. Its liability is limited to direct damages and capped at the amount, excluding taxes, of the consulting fees invoiced to the Client during the three (3) months preceding the event giving rise to the claim. Amounts paid on to creators are excluded from this cap.

10.2. Platforms. The Service Provider is not liable for decisions of social networks (removal of posts, account suspensions, algorithm changes) or for the commercial results of campaigns.

10.3. Force majeure. Neither party is liable for a failure resulting from force majeure within the meaning of Article 1218 of the French Civil Code.

Article 11Term and termination

11.1. Term. One-off services end upon completion. Recurring services are entered into for an indefinite term; either party may terminate them in writing with thirty (30) days’ notice.

11.2. Termination for breach. In the event of a serious breach by a party that is not remedied fifteen (15) days after formal notice sent by registered letter or email with acknowledgement of receipt, the other party may terminate with immediate effect.

11.3. Effects of termination. When the relationship ends, the Client pays for services performed and for amounts committed to creators for posts ordered before the end date. Articles 4.3, 4.4, 7, 8 and 9 survive the end of the relationship.

Article 12Governing law and disputes

12.1. Governing law. These Terms are governed by French law.

12.2. Disputes. The parties shall first seek an amicable solution. Failing that within thirty (30) days, any dispute regarding their interpretation or performance shall be submitted to the Economic Activities Court of Paris (Tribunal des activités économiques de Paris).

12.3. Changes to these Terms. The Service Provider may amend these Terms. The applicable version is the one in force on the date of the order.