This translation is only a rough translation; to consult the original texts of laws, refer you to the French version.
Art 1 – Miscellaneous Terms and Conditions
SAS ICREO, entered on the Lille Métropole Trade and Companies Register under number 792 147 530,
Having its registered office at 75bis boulevard d’Armentières, ROUBAIX (59100)
Trading in the creation, hosting and promotion of online radio stations. It additionally develops bespoke mobile apps and websites.
These services are outlined in detail on the following websites: www.icreo.fr and www.radioking.com. The present general terms and conditions of sale govern the contractual terms and conditions between SAS ICREO and its Client, with both parties unreservedly accepting these.
These general terms and conditions of sale will prevail over all other terms and conditions appearing in any other document.
Any past subscription by the Client, via the websites www.icreo.fr or www.radioking.com implies full and entire acceptance of the present general terms and conditions.
SAS ICREO hereby reserves the right to amend these at any time and without notice, with it being indicated that the terms and conditions applicable will be those in force as at the date of subscription on the SAS ICREO websites.
The Client hereby acknowledges to have read the general terms and conditions of sale and unreservedly accepts these prior to any subscription on said Websites.
The Client hereby confirms to be a capable adult or to hold a written legal authorisation, dated and signed, so as to allow for such a subscription.
It is incumbent upon the latter to commit to pay for an order by using a bank account holding sufficient funds.
He shall refrain, notwithstanding prior express consent from SAS ICREO, from any purchase for resale as defined under article L110-1 of the Commercial Code.
Art 2 – Definitions
Client: refers to the natural person or legal entity placing an order on the Websites.
Websites: refers to Websites accessible at the addresses www.icreo.fr and www.radioking.fr published by ICREO.
Personal Account: refers to the personal space reserved for the Client, accessible using the login and password from which the Services are accessed.
Content: All information published online by the Client via use of the Services.
Data: All information stored by the Client in his personal account.
Radio Server: refers to hosting allowing radio stations to broadcast online
Service: refers to functions and services, in whole or in part, proposed by ICREO / RADIOKING.
Company: ICREO, SAS, owner and operator of the Websites. In these presents, the Company may indifferently be called ICREO or RADIOKING.
Web Radio or Netradio: refers to a radio station broadcast online thanks to continuous streaming technology.
Art 3 – Description of offers
Each offer proposed by SAS ICREO is described in detail on the Website along with the corresponding price.
Offers may be subscribed for a term of 1 to 12 months, with payment being made in line with the selected frequency (monthly, six monthly, annually), once due, aside for any direct debit, with an invoice corresponding to the next due date being issued by ICREO seven days prior to the due date sent to the Client by email.
It is incumbent upon the Client to make the corresponding payment, by the latest on the due date of the subscription. Payment may be made, depending on the payment method selected, via the client account.
Special subscription offers, also known as welcome offers, may be implemented at the discretion of ICREO for a given term, in an ad hoc and random manner.
Any Client subscribing to such a welcome offer will benefit over a given period (indicated on Websites) to free access to Services, upon the expiry of which access to Services will stop, aside for any commitment by the Client towards any new Offer.
Certain welcome offers may also consist of a reduction of the total amount of the first due amount for the corresponding Offer, for a given term.
ICREO hereby reserves the right to change, at any time, its offers (prices and services offered), with it being indicated that only those Offers proposed online at the date of subscription or renewal by the Client are accessible to the latter.
SAS ICREO offers subscription, via its Websites, to the following offers:
3.1. Standard offers
“Radio Server” offer
This is a tool available in SAAS mode allowing the Client to create his Online radio station thanks to online administration.
Subject to the choice made by the Client, the Company hereby reserves the right of publishing on the Websites, the radio station administered by the Client integrated into the classification of radio stations undertaken by the Company, in line with its own algorithm and for which it reserves the freedom to amend at any time.
“Radio Website” offer
This is a service which allows the Client to promote his radio station on a radio station website which can be administered online.
Using an option paid for by the Client, this Offer may be subscribed by the Client as a white label brand.
As an option, the Client may also opt for a “lifetime licence” (Cf. article entitled intellectual property). In this instance, when the Client wants the “Radio Website” to be hosted on a separate server to that proposed by the Company, it should make an express request to the latter. In this instance, it will be billed by the Company for installation of the “Radio Website” on the appointed server, in line with the hourly price list applied by ICREO.
“Mobile App Radio” Offer
This is a Service which allows the Client to create a Mobile App for his radio station thanks to online administration.
Once completed, said App is proposed for publication to Apple and Google by ICREO.
The Client is expressly notified and accepts the generally accepted deadline (by way of a guide between 48 hours and 10 days) for the corresponding publication, without being entitled to request or claim any reimbursement whatsoever for the period during which the App is published.
The Client is entitled to amend, at any time and free of charge, the Content of the App, with the exception of publication information which may be amended after actual publication. This is notably the App icon, name, description, key words and the loading page.
In such instance as the Client wishes to amend its information, it should return to seek the intervention of ICREO under terms and conditions for its intervention and at its usual billing rate.
Mobile Apps are published on a developer account belonging to ICREO. The Client hereby recognises and accepts, finally, that the publicity Content may be temporarily displayed on the App whilst awaiting publication thereof.
Using an option paid for by the Client, this Offer may be subscribed by the Client as a white label brand.
“Radio Player” Offer
This is a Radio Player hosted by RADIOKING and which may be integrated (via an iFrame) on the Facebook social network.
This service is integrated into the Radio Server Offer and is also accessible in the form of a separate offer.
ICREO hereby reserves the right to change, at any time, its offers (prices and services provided), with it being indicated that only Offers proposed online at the date of subscription or renewal by the Client, are accessible by the latter.
3.2. Bespoke services
ICREO also offers the Client, after issue of an estimate, the performance of bespoke services governed by special contractual terms and conditions which will be sent to the Client by SAS ICREO at the same time as the aforementioned estimate.
The Client is committed insofar as the estimate sent by ICREO is signed.
Each order for which an estimate is issued should clearly outline the services concerned, their price and deadline for performance.
Art 4 – Technical media
ICREO offers its clients technical support which is accessible online and intended to provide the Client with all necessary assistance for use of the Services.
ICREO will use all best efforts in order to ensure a quality service, without however taking any commitment in terms of results or deadlines as to responses provided by the Client by said technical support.
Art 5 – Prices
The price of offers outlined under article 3 as displayed on the Websites is given in euros, dollars or pounds sterling including VAT; any changes in the legal rate, notably of VAT, will be offset over the price of said offers.
At the time of subscription, the full price including VAT is payable by the Client.
Prices indicated are subject to change, without notice, by SAS ICREO at any time, with it being understood that the prices presented on the Websites as at the date of order will be the only prices applicable to the Client.
Payment may be made for the order by those payment means indicated under article 7 of the present general terms and conditions of sale.
An invoice showing VAT will be sent to the Client by email.
Art 6 – Subscription process and deadlines
For any subscription to an offer undertaken on the Websites, outside of those Offers indicates as such, the Client should create a personal Account including his login (email address) and password.
6.1 – Subscription
After ensuring compliance thereof with its requirements and the associated price, the Client should select the Offer(s) on the Websites.
These Offers are then accessible in the Client basket.
The Client is committed insofar as he confirms his basked and pays all corresponding amounts (aside for payment by cheque or secure bank transfer).
Confirmation of subscription will be sent to the client by email immediately once the basket is confirmed.
The Client will additionally receive, for each payment made, a receipt for payment received accordingly by email or letter.
6.2 Delivery lead times
Terms and conditions for accessing the Services corresponding to the Offer subscribed by the Client, are outlined in detail in the description attached to Offers concerned as proposed on the Websites.
Concerning, in particular, the “Mobile App Radio” Offer, the deadlines for submission by ICREO of the Mobile App created by the Client are also indicated in the descriptions.
The short deadline is 15 days.
Art 7 – Price, payment terms
The price of Offers is that indicated on Websites
7.2 Payment methods
The payment methods proposed are as follows:
a/ solely for subscriptions of at least twelve (12) months
– Cheque (made payable to the indication on the estimate or invoice),
– Bank transfer (bank details indicate on the estimate or invoice)
Access to the Services is activated immediately following receipt of the corresponding payment by ICREO.
b/ for any type of subscription
– Bank card (secure online payment)
Payment is made automatically on each due date, insofar as the contract is active.
By default, payment is made on each due date. The Client may, however, choose to pay the total in one instalment.
The Client’s attention is drawn to the fact that Paypal automatically debits the contract from the Offer subscribed and that it is incumbent thereupon, consequently, when intending to terminate the offer subscribed, to also ensure that the Paypal subscription is ended.
Failing this, debits will continue to be made in line with the terms and conditions set forth herein without any prejudice being claimed by the Client or any liability being sought from ICREO.
Access to the Services is activated immediately following receipt by ICREO of the amount due. The Company hereby reserves the right to refuse or suspend access to the Services in the event of any refused authorisation for payment by bank card by officially accredited bodies or in the event of any total or partial default in payment.
The Company hereby reserves the right to refuse approval of any subscription request made by a Client who has failed to may total payment for any previous subscription or with whom there is a pending payment dispute.
ICREO hereby reserves the right to request proof of ID and address, in the event of any suspected fraud, or to refuse the subscription if any information provided at the time of order have already been used for one or more fraudulent subscriptions. Additional services which may be requested by the Client (for instance: installation of the “Radio Station Website” on the Client server) are invoiced in line with the hourly rate of ICREO accessible on the Websites.
The Client is entitled to request termination of the current contract at least seven days prior to expiry thereof.
This request may be made by recorded delivery letter with acknowledgement of receipt, sent to the Company or via the client account, or via an online medium proposed by ICREO on the Websites. Access to the Services will be stopped upon the expiry date of the Offer subscribed and in force as at the date of receipt by the Company of the termination request.
It is, however, reiterated that, for a Client having paid the subscription via Paypal, ICREO is independent from Paypal, meaning that termination of a contract with ICREO will not automatically lead to suspension of debits. Consequently, once termination has been requested with ICREO and approved by the latter, the Client should contact the payment service concerned, in order to suspend debits made from his account via https://cms.paypal.com/fr/cgi-bin/marketingweb?cmd=_render-content&content_ID=ua/Legal_Hub_full&locale.x=fr_FR
Termination will only become effective upon expiry of the period initially subscribed by the Client. Any suspension of payments due over a pending subscription will lead to the balance falling due and application of the corresponding penalties.
7.4 Unpaid amounts and late payment penalties (LME Act of 4 August 2008)
Failing payment by the Client at the due date for which provision is made for the Offer subscribed, ICREO will apply on the Client, in addition to amount due, a penalty clause of 10% of the total amount due.
These penalties are due without any prior notice being required.
Moreover, pursuant to article L441-6 of the Commercial Code, a fixed-rate compensation of 40 euros for recovery fees is due at the date of payment, in all instances where the Client is a professional.
Additional fees may also, in this instance, be claimed directly from the debtor Client upon presentation of proof in such instance as ICREO should use any outsourced recovery service.
In all instances, ICREO hereby reserves the right to suspend access to Services, and failing which, in the event of any payment delay by the Client.
Art 8 – Cancellation – Retraction
The right of retraction can be undertaken upon each subscription of an Offer proposed by ICREO, as well as upon renewal, where applicable.
Pursuant to article L 121-20 of the Consumer Code, a Client having the capacity of consumer has a right of retraction which may be exercised within fourteen (14) clear days following the date from which he actually has access to the Services.
This right of retraction should be exercised by recorded delivery letter with acknowledgement of receipt on ICREO at the address indicated at the top of these presents.
Art 9 – Obligations of the parties
9.1 Obligations of the Client
The Client hereby undertakes to make payment, within the terms and conditions of sale, of all amounts corresponding to the Offers subscribed.
The Client hereby undertakes to provide ICREO, where applicable, with all documents, information and other elements so as to allow it to provide the Services subscribed.
9.2 Obligations of ICREO
ICREO hereby undertakes to provide the Services with the greatest level of accuracy and in rules of the trade. Consequently, ICREO hereby confirms to have taken out professional indemnity insurance covering it for all activities.
Art 10 – Liability of the parties
10.1 Customer liability
ICREO is not liable for content administered and provided by the Client via Offers subscribed with ICREO. The client should seek information itself about rights of use concerning images which it provides and the due and proper operation and listing of the website. Under no circumstances whatsoever, aside for any additional estimate for this service, must ICREO offer guidance or advice over the visual of the website provided by the client.
ICREO may not be held liable for modifications provided by the Client to the website once delivered nor any complications or defaults in operation of the internet network, the server of the client or poor listing.
The Client is solely and exclusively liable for Content published on the Services.
He ensures, consequently, its compliance with legislation and regulation in force, rights and interests of third parties, public law and order and proper customs.
10.2 Liability of ICREO
ICREO provides the Services pursuant to the rules of the Trade in respect of an obligation of means.
ICREO strives to maintain the best level of availability possible for Services proposed, but may not guarantee permanent availability without any default given the specificities and uncertainties of the Internet as well as technical requirements (maintenance, updates, etc.). No liability may be incurred for any damages resulting from temporary or definitive lack of availability or incomplete availability of the Services, and in particular for damages, loss or deletion of date or Content of the Client due to technical issues, delays, viruses or other similar reasons.
ICREO is only liable for damages resulting from intentional fault or serious negligence committed by ICREO or if any fundamental contractual obligation incumbent thereupon has not been respected.
A fundamental obligation is any obligation of particular importance for performance or proper operation of the service.
ICREO may not be held liable for any unauthorised or abusive use made by any third party or loss, destruction or alteration of data and Content of the Client, in all instances where it has not been demonstrated that these facts result from any serious default by ICREO in its obligation to secure its own infrastructure.
Where ICREO hosts Offers subscribed by the Client, it does not provide any general supervision of the Content broadcast by the Client and accepts no liability as to the legality thereof or the non infringement of rights and interests of third parties.
However, pursuant to the law on Confidence in the Digital Economy of 21 June 2004, where it is notified or informed of any Content which is clearly illegal as distributed by the Client, ICREO will remove this immediately, without the Client being able to request or claim any compensation whatsoever.
In the event of repetition of any notice, ICREO hereby reserves the right to suspend access, by the Client, to its Services, without any possible compensation of the Client.
In all instances, ICREO remains free to organize its own infrastructure and, notably, to migrate Client Services to other servers at its own discretion, subject that such migration does not lead to any disproportionate alteration to the quality of Services.
It is expressly indicated that the “Facebook Player” Service is provided in its current form by ICREO without the latter contracting any obligation whatsoever, nor guaranteeing suitability or compatibility of the Player with the IT environment of the Client.
ICREO may not, moreover, be held liable for any damages pertaining to use and/or to reproduction of the Player by the Client.
ICREO may not be held liable, due to requirements which may be imposed by the Facebook social networking site, during performance of the contract binding the Client to ICREO, the risk of default of the Player, which the Client expressly recognises and accepts.
In the same manner, operation of the Services, in the framework of the “Website” Offer, requires use of external API (such as LastFM, Facebook, Twitter, etc.).
ICREO may not, consequently, be held liable for any potential defective operation in the Services in the event of any change in external APIs.
Moreover, the liability of ICREO may not be incurred by the Client due to any refusal, by Apple or Google, of the Mobile App proposed by publication by ICREO, as many times as such refusal is not directly and exclusively attributable to any error by ICREO.
Art 11 – Intellectual Property
11.1 For ICREO
ICREO hereby grants to the Client, at the time of subscription of its Offers, subject to full payment by the Client of amounts due, a personal and non exclusive licence over software programmes developed by ICREO and accessible in SAAS mode for a term related to that of the contract between the Company and the Client.
The Client is however entitled to subscribe a paying option known as a “lifelong” licence in which it obtains a right of use of said software programmes for the entire term of protection of the corresponding intellectual property rights.
Subscription of a “lifetime” licence does not allow the Client to benefit from free updates of Services.
The Client’s attention is particularly drawn to the fact that the rights of distribution of Content (copyright and similar rights) are not included within the Offers proposed by ICREO.
It is, consequently, incumbent upon the Client to personally obtain said rights and authorisations.
The intellectual property rights protecting the “Radio Station Website” which fall within the “Radio Station Website” offer, in the same manner, are governed by a personal and non exclusive licence, subject to full payment by the Client of amounts due to ICREO, for the entire term of the contract and across the whole world.
Any delay or default in payment of amounts due in the framework of the “Radio Station Website” offer leads to the entitlement for ICREO to resume free exploitation of intellectual property rights attached to the Client “Radio Station Website”.
Any other use of the aforementioned software programmes, in particular reproduction, broadcast and decompilation thereof, is prohibited, without the express authorisation of ICREO.
Pursuant to the Intellectual Property Code (articles L. 121-1 through L. 121-9), the moral copyright over a creation is attached to the creator in a continuous and imprescribable manner.
Pursuant to article L. 122-4 of the Intellectual Property Code, any representation or reproduction, in whole or in part, undertaken without the consent of the author or heirs is illegal and may be punished in line with counterfeit legislation. This is additionally the case for any translation, adaptation or transformation, arrangement or reproduction by any art or process whatsoever.
Pursuant to article L342-1 of the Intellectual Property Code, ICREO prohibits the download or consultation, in any quantitatively substantial whole or part, of these databases. It is also strictly prohibited to reproduce or copy any image belonging to ICREO websites without the prior express request of the Company.
All other rights attached to elements and content of ICREO are retained by ICREO and/or by other holders of rights or over elements and content. These should be governed by distinct licence agreements conferred by ICREO and/or by holders of said rights.
11.2 For the Client
The Client hereby guarantees to hold all rights and authorisations required for publication of Content broadcast via the Services, as well as their storage and/or reproduction by ICREO in its capacity as technical service provider.
In such instance as, in contradiction with this guarantee, the Client does not hold these rights or authorisations, it hereby undertakes to guarantee and hold harmless ICREO against any legal action initiated by third parties and based on any infringement of rights and to protect ICREO against any sentence which may be handed down against it.
Moreover, the Client hereby agrees to confer to ICREO, for the purposes of supply by the latter of the Services, a non exclusive licence limited to the term of the contract binding ICREO to the Client and concerning said Content for the whole world.
Art 12 – Publicity
ICREO hereby reserves the right to indicate the name of the Client in its commercial references and to indicate/broadcast its creations for the Client on all types of media, supports, for all commercial and publicity purposes, without any limitation in term and without ICREO having to request prior consent of the Client.
Art 13 – Force Majeure
Neither Party will be held liable towards the other in the event of default in performance or delay in performance of any obligation in these presents which is due to the occurrence of any case of force majeure.
In the event of any case of force majeure, the obligations resulting from these presents are suspended for the entire term of said event. However, in such instance as the case of force majeure continues for beyond a period of 30 consecutive days, either party may terminate the contract after issue of an email to the other party notifying this decision.
Art 14 – Partial invalidity
In such instance as one or more stipulations outlined herein should be held as invalid, all other stipulations will retain their force and scope and may not lead to annulment of all other stipulations.
Art 15 – Legislation and applicable jurisdiction
The present General Terms and Conditions of sale are governed by French law.
In such instance as any dispute should arise between the parties due to performance of interpretation of the present agreement, the Parties hereby undertake to refer the matter for amicable proceedings as defined hereunder, prior to referring the matter to the Court holding jurisdictional competence.
With a view to seeking a solution to any dispute which arises in performance of the present Agreement, the contracting parties hereby agree to meet within fifteen days following receipt of a recorded delivery letter with acknowledgement of receipt, served by either party, or an email signed electronically.
If, following a term of thirty days, the Parties do not manage to reach agreement as to any compromise or solution, any dispute with a Client who does not have the capacity of a consumer will then be referred before the Courts in Lille.
This jurisdictional clause is additionally applicable in summary proceedings.
In such instance as it is not possible to reach any compromise, any dispute with the Client will fall within the sole and exclusive jurisdiction of the Lille Courts.