The purpose of the present general terms and conditions of sale ("GCS") is to define the terms and conditions applicable to the provision of the services offered by the company GANGZ LLC, with its registered office at 33 W 46th St STE 800 - New York, NY 10036 (hereinafter "GANGZ").
The following terms, whether used herein in the singular or plural, shall always have the following meanings:
"Contract" refers to these GCS and the Quotation, as well as their possible appendices and amendments;
"Quotation" refers to the document signed by the Parties. The purpose is for the Professional to reserve one or more Talents with GANGZ, for one or more Assignments. The Quotation includes the Talent's profile, a detailed description of the Assignment(s) for which the Professional wishes to hire the Talent, the duration of said Assignments, the price of the Talent's availability, the conditions of their intervention, as well as any other useful information relating to the Talent and/or Assignments. The Quotation is an integral part of the Contract;
"Assignment" refers to the assignment of representing a Talent, within the framework of a professional event organised by the Professional, for which the Professional wishes to benefit from the Service offered by GANGZ.
"Professional" means any professional, natural or legal person, registered in the Trade and Companies Register or any equivalent commercial register, who is a customer of GANGZ, represented by one of his/her legal representatives or, by delegation of power of attorney and signature, by a person appointed to sign and bind the legal entity, that wishes to benefit from the Service and enter into the Contract to do so.
"Service" refers to the Talent matching and booking service provided by GANGZ to the Professional for the needs of one or more Assignments.
"Talent" refers to a GANGZ employee, aged sixteen (16) years or older, who is employed as a host/hostess, extra, figure, talking figure, actor or model, made available to the Professional within the framework of the Contract.
The Contract is concluded between GANGZ and the Professional wishing to use the Service offered by GANGZ.
The Professional is invited to select the Talent of his/her choice through several communication channels:
GANGZ then prepares a Quotation, to which the GCS are annexed. The Quotation and the GCS form the Contract between GANGZ and the Professional. Any Talent reservation is subject to the Professional’s compliance with the GCS, which prevail over any document belonging to the Professional and in particular their conditions of purchase, unless expressly and formally waived by GANGZ. The signature of the Quotation by the Professional shall constitute their express and unreserved acceptance of the Contract in force on the day the Professional signs the Quotation showing his/her commitment to respect its content. The Professional acknowledges having read the Contract and having fully understood its terms prior to signing the Quotation. The Professional declares that he/she is entering into the Contract in his/her own name and on his/her own behalf and for his/her professional needs only.
If the Professional has made the selection of Talents through the Platform and wishes to pay online, in order to validate the Quotation, he/she is invited to go to the Platform and click, from his/her account, on the button "Validate and pay" to proceed to the payment under the conditions defined in Article 5 of the present terms and conditions. By clicking this, the Professional definitively validates the Quotation and the selection of Talent(s). If the Professional is a large account, he/she will receive an order form after payment of the first deposit.
If the Professional has made the Talent selection directly with GANGZ or does not wish to pay online, he/she signs the Quotation and transmits it to GANGZ by any means.
In the event of acceptance of the Quotation by the Professional, the reservation of the Talent is considered closed and definitively accepted by the Parties. The Professional cannot cancel the reservation without the prior written consent of GANGZ. GANGZ reserves the right to refuse any modification, postponement and/or cancellation of a Quotation signed by the Professional.
If applicable, in the event that the Talent recruited has a modelling activity, the parties agree to enter into a tripartite assignment contract with the Talent, in accordance with the legal rules applicable to the modelling profession and modelling agencies. The assignment contract will be concluded by a separate document, by electronic means (electronic signature).
GANGZ reserves the right to change the GCS at any time and without prior notice. In the event of a modification, the GCS applicable to the Professional are those in force on the date of signature of the Quotation.
In the event that one of the clauses of the GCS is invalid due to a change in legislation or regulations or declared as such by a final court decision, this shall in no way affect the validity and compliance with the other clauses of the GCS.
3.1. Obligations of the Professional
In addition to what is stipulated elsewhere in the Contract, the Professional also undertakes, in good faith:
3.2. GANGZ obligations
In addition to what is otherwise stipulated in the Contract, GANGZ also undertakes, in good faith:
GANGZ refrains from resorting to illicit work, in accordance with Article L. 8221-1 of the Labour Code, and declares that it respects all of its obligations defined in this code. GANGZ declares that it has fulfilled its declaration and payment obligations to collection agencies, under the conditions of Article L. 243-15 of the Social Security Code. GANGZ will provide the Professional with all the documents and certificates required by the Labour Code and the applicable legal and regulatory texts, if requested by the Professional.
The Parties undertake to always behave as loyal partners, in good faith and to perform all their obligations in this spirit. The Parties undertake to collaborate to the best of their ability in order to ensure the proper execution of the Contract. Consequently, the Parties undertake to keep each other informed and to spontaneously communicate to each other any events, information or documents that would be useful for the proper performance of the Service, and more generally for the proper execution of the Contract.
Each Party undertakes to communicate to the other Party any difficulties which may arise in the course of the performance of the Service and, in particular, the performance of the Assignment, so that they can be taken into account as soon as possible.
5.1. Service Price and Billing
The Service is invoiced according to the price defined in the Quotation.
The prices are indicated in euros, excluding taxes and VAT at the date of invoice.
5.2. Coverage of costs
The Professional will reimburse GANGZ for reasonable expenses related to the provision of the Talent for the needs of the Assignment, including in particular travel and living expenses, under the conditions defined in the Quotation. Reimbursement will be made on presentation of the final invoice detailing the balance and the costs incurred. According to the conditions defined in the Quotation, a receipt will be attached.
5.3. Terms of payment
Unless otherwise agreed by the Parties in the Quotation, invoices are payable on receipt, by bank transfer.
The Professional has the possibility to pay invoices online directly from his/her account on the Platform, by clicking on the button "Validate and Pay". They will then be redirected to the GANGZ personalised payment page, on the website of its partner payment provider, the company STRIPE. The bank details entered by the Professional on this page are encrypted. They are collected and processed solely by the payment service provider, in compliance with the regulations applicable to the protection of personal data and banking regulations. The payment will be made in accordance with the general conditions applicable to the payment service provider's secure payment service, accessible on its website.
No banking data will be requested or kept by GANGZ.
Any delay in payment will result in the application of a late payment penalty calculated on the basis of an interest rate equal to three (3) times the legal interest rate, without the need for a reminder. A lump-sum payment of forty (40) euros for recovery costs will also be due.
6.1. Compliance with regulations applicable to the protection of personal data
The Parties undertake to comply at all times with all regulations applicable to the protection of personal data and in particular Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016, known as the "GDPR" and the modified law n°78-17 of 6 January 1978 called "Loi Informatique et Libertés" [French Data Protection Act] (hereafter the "Regulation applicable to the protection of personal data").
In particular, the Parties undertake to establish and maintain appropriate security and confidentiality measures to ensure adequate protection of the personal data processed, adapted to the risks generated by their processing on the rights and freedoms of the data subjects. These measures are designed to (i) protect personal data against destruction, loss, alteration, disclosure to unauthorised third parties and (ii) to ensure the restoration of the availability of and access to personal data in a timely manner in the event of a physical or technical incident. The Parties also undertake to establish a procedure for regularly testing, analysing and evaluating the effectiveness of their technical and organisational measures to ensure the security of processing.
6.2. Data processed in the context of the execution of the Contract.
The Parties acknowledge and accept that, for the purposes of the performance of the Contract, they will process the personal data of individual contacts within either Party; they undertake in this respect to comply with the requirements of the Regulations applicable to the protection of personal data.
6.3. Personal data of the Talents
GANGZ guarantees the Professional that it strictly complies with the applicable Personal Data Protection Regulations when processing the personal data of the Talents. In particular, GANGZ guarantees to have informed the Talents of the conditions of the processing of their personal data and their communication to the Professional for the purposes of their recruitment and the execution of the Assignment.
The Professional guarantees GANGZ that it will process the Talent's personal data in accordance with the requirements of the applicable Personal Data Protection Regulations, for the sole purpose of performing the Assignment(s) for which it has recruited the Talent, to the exclusion of any other purpose.
The Parties undertake, in any event, to respect the rights of the Talents to their personal data and to respond to any requests from the Talents in this respect.
Each Party undertakes to take out and maintain professional civil liability insurance with a reputably solvent insurance company for the entire duration of the Contract to cover the risks relating to the performance of the Contract and to cover any damage for which it may be held liable in connection with the performance of the Contract.
In particular, GANGZ declares that it is the holder of an insurance policy intended to guarantee the risks related to the provision of the Service and to cover the damages that may be charged to it in this context. In particular, GANGZ declares that it holds an insurance policy covering personal injury that could be caused to the Talent during an Assignment.
Notwithstanding the foregoing, the Professional undertakes to also take out an insurance policy covering any damage that may be caused to the Talent when completing an Assignment.
At the request of the other Party, each Party shall be able to justify the taking out of such insurance.
By express agreement, GANGZ is subject to an obligation of means in the provision of the Service to the Professional. The Professional expressly acknowledges having received from GANGZ all the necessary information, allowing him/her to assess the suitability of the Talent and, more generally, of the Service, to his/her needs and to take all useful precautions for the implementation of the Assignment.
The Professional is solely responsible for carrying out the Assignment, in a professional manner, in accordance with the terms of the Contract, in compliance with the rules of the art of his/her profession and, more generally, in compliance with applicable laws and regulations.
In no event shall GANGZ be liable for any indirect damages of any nature whatsoever suffered by the Professional, including but not limited to loss of profit, loss of business, loss of clientele, commercial trouble of any kind, damage to image, in connection with or arising from the Service and/or the provision of a Talent.
The Professional expressly acknowledges that the realisation of the Assignment is his/her sole responsibility. No advice and no information, whether oral or written, obtained by the Professional is likely to create guarantees not expressly provided for in the Contract, nor to entail the liability of GANGZ in the event of damage, of any nature whatsoever, caused to the Professional or to third parties as a result of the Contract.
In any case, in the event that GANGZ's liability is engaged due to a proven fault of the latter, GANGZ's total cumulative global liability will be expressly limited, for all causes, to the direct and foreseeable prejudice suffered by the Professional, without being able to exceed the amount of the Quotation covering the fact at the origin of GANGZ's liability.
The Parties undertake to maintain the strictest confidentiality, throughout the duration of the Contract and for five (5) years from the termination of the Contract, for any reason whatsoever, regarding the existence of the Contract and all of its terms, as well as any information that may have been exchanged between the Parties in this context.
Without prejudice to the foregoing, the Parties agree that the Assignment as well as the name of the Talent shall not be considered as confidential information as soon as it is made public by the Professional for the purposes of carrying out the Assignment.
The Professional is reminded that all rights and titles, in particular intellectual property rights, associated with the Platform and other tools used by GANGZ for the proper execution of the Contract are its exclusive property. The Contract shall not be interpreted as conferring on the Professional any rights or interests whatsoever in respect of the aforementioned elements, to the exclusion of the rights granted to the Professional in the context of the use of the Platform, under the conditions and according to the terms defined in the general terms and conditions of use thereof, which the Professional has accepted if he/she has created an account on the Platform.
The GCS are concluded for the duration of the Assignment(s), as mentioned in the Quotation. Any extension or renewal of the Assignment must be agreed by the Parties and formalised by the signature of a new Quotation and a new Assignment Contract.
If one of the Parties fails to comply with one of its obligations, the other Party may, thirty (30) clear days from the date of receipt, or failing that, the date of the first presentation of a registered letter of formal notice with acknowledgement of receipt that has remained unanswered, terminate the Contract automatically, without notice or any judicial or other formality and without prejudice to any other rights or actions, in particular with a view to claiming any damages it may be entitled to.
The amounts paid by the Professional before the termination of the Contract remain acquired by GANGZ. All sums that remain due by the Professional to GANGZ under the Contract shall be immediately due and payable by the Professional under the conditions set forth in the Contract.
On the date of termination of the Contract, the Professional undertakes to immediately release the Talent, unless otherwise agreed by GANGZ.
The Parties may not be held liable for delays or breaches of their contractual obligations due to an event of force majeure as defined in Article 1218 of the Civil Code. Cases of force majeure suspend the performance of obligations arising from the GCS for the duration of their existence. However, if the impediment lasted longer than half the duration of the Assignment or if it was definitive, the GCS may be terminated by operation of law and the Parties shall be released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the Civil Code.
Independence of the Parties. The Parties declare and acknowledge that they are and will remain, throughout the duration of the Contract, independent partners, and that the Contract cannot confer on either Party the status of an agent or representative of its co-contracting party, with neither Party having the power to bind the other or to sign in the name and on behalf of the other, each Party assuming the risks of its own operation. Neither Party shall be liable for the acts or omissions of the other Party, or for the acts or omissions of their co-workers during the implementation of the Contract.
Contractual documents. The Contract and each Quotation form a contractual whole and express the entire agreement between the Parties. They replace all previous proposals, communications or agreements, written or oral, relating to the subject matter of the Contract. Unless expressly stated otherwise in a Quotation, in the event of any contradiction between the provisions of the Contract and those of a Quotation, the provisions of the Contract shall prevail.
Totality. The present provisions herein including the provisions of the Quotation, constitute the entire Contract of the Parties and replace in all respects the agreements, letters of intent, correspondence and previous proposals between them, whatever their form or name and relating to the same subject matter, with the exception of those listed herein.
Transfer. The GCS are concluded on a personal basis. The resulting rights and obligations may not be assigned or transferred by the Professional, for any reason whatsoever, without the prior written consent of GANGZ.
Subcontracting. The Professional accepts the use by GANGZ of possible subcontractors to carry out all or part of the Service. GANGZ shall remain solely responsible for the proper execution of the Contract.
Tolerance. It is formally agreed that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in this Contract, regardless of the frequency and duration thereof, shall not constitute an amendment to this Contract, nor shall it give rise to any right whatsoever.
Divisibility. If any of the provisions of the Contract are invalidated in whole or in part, the validity of the remaining provisions of the Contract shall not be affected. In such a case, the Parties shall, if possible, replace the cancelled provision with a valid provision that corresponds to the spirit and purpose of the Contract.
Choice of domicile. For the execution of the present contract and its consequences, the Parties respectively choose their domicile, for GANGZ at its registered office as indicated in the present Contract, and for the Professional at its registered office as indicated in the Professional Account.
This Contract is subject to French law, to the exclusion of all other legislation. If this Contract is drawn up in several languages, only the French version shall be considered authoritative.
The Parties declare their intention to seek an amicable solution to any difficulty that may arise concerning the validity, interpretation or performance of the Contract. In the event of persistent disagreement, the dispute will be brought to the attention of NICE's judicial court, notwithstanding any guarantee claim or plurality of defendants.
The client company is prohibited from hiring, or having work in any way, any present or future employee of Gangz. This clause will apply even if the solicitation is at the initiative of said employee. This clause will take effect throughout the execution of the mission, and this for 12 months from its termination.