This Master Service Agreement (the “MSA”) is entered into between ELXAO SASU, a French simplified joint-stock company with sole shareholder, headquartered at 154 boulevard Malesherbes, 75017 Paris, France, registered with the Paris Trade and Companies Registry under number 102 508 496 R.C.S. Paris (“ELXAO”, “we”, “us”), and the client identified in the order (“Client”, “you”). The MSA, together with any applicable Service Level Agreement, the Data Processing Agreement, the Non-Disclosure Agreement and the order itself, forms the entire agreement between the parties (the “Agreement”).
Definitions
Services. The digital marketing, creative, technical, project-management and event-related services described in the relevant Service Level Agreement (SLA) and order.
Deliverables. Tangible or digital outputs produced by ELXAO under an SLA: documents, designs, code, campaigns, reports, recordings, plans.
Order. The cart submitted via the ELXAO website (or a written purchase order) identifying the Services, fees, billing frequency and start date.
Engagement. The active commercial relationship covered by one or several orders.
Authorised Representative. A natural person designated by each party who may approve scope, sign-off deliverables and accept change requests.
Client Materials. All content, data, brand assets, accounts, credentials and information you supply to ELXAO.
Working Day. Monday to Friday, 09:00–18:00 CET/CEST, excluding French public holidays.
Scope of services
ELXAO provides marketing operations services across eleven modules: Language & AI, Paid Media, SEO & AI Search, Analytics & CRO, Branding & Creative, CRM & Email, Social Media, Web Engineering, Trade Events & Exhibitions, Local Outreach & Field Activation, and Sourcing & Procurement Support. Each module is governed by a dedicated SLA. Services may be purchased à la carte or as part of a subscription package (Starter or Growth) governed by the Subscription Packages SLA.
The applicable SLAs and the order define what is in scope. Anything not expressly described is out of scope and may be added via a change request (see “Change management”).
Project management & event work
A named Project Manager (PM) is assigned to every Engagement. The PM is your single operational point of contact and is responsible for planning, coordinating internal and external contributors, running status meetings, maintaining the engagement backlog, escalating risks, and producing the agreed reporting cadence.
PM responsibilities expressly include in-person and off-site work: attending and facilitating real-world meetings, workshops and client visits; organising and producing professional events (conferences, launches, trade shows, webinars and roadshows); representing the Client and/or ELXAO at industry events; and coordinating travel logistics, venue suppliers, recording, photography and event reporting. Event-related work is scoped within the Subscription Packages SLA for subscribers and within an event-specific statement of work for à la carte engagements.
Out-of-pocket expenses related to PM and event work (travel, accommodation, venue, catering, third-party suppliers) are not included in the Services and are billed at cost upon presentation of receipts, subject to your prior written approval for any single expense exceeding 500 EUR.
Fees, billing & taxes
- Prices are those displayed at the time of order, excluding VAT, which is added at the applicable rate.
- Subscriptions are billed monthly in advance via the payment method on file. The first instalment is due on the order date and renews on the same day of each subsequent month.
- À la carte engagements are billed 50% on order, 50% on delivery, unless otherwise stated in the order.
- Expenses (PM/event, third-party services, paid media budgets) are invoiced separately at cost.
- Late payment incurs interest at three times the French statutory rate plus a fixed indemnity of 40 EUR per invoice (Article L.441-10 of the French Commercial Code).
Term, renewal & termination
Subscription engagements have an initial term of twelve (12) months and renew automatically for successive twelve (12)-month periods unless cancelled at least thirty (30) days before the end of the current annual term through your account or by written notice to [email protected]. À la carte engagements end upon delivery and acceptance of the agreed Deliverables.
Either party may terminate the Agreement for material breach not cured within thirty (30) days of written notice. ELXAO may suspend Services immediately if you fail to pay any invoice when due or if the relationship presents a regulatory, security or reputational risk.
Change management
Any modification of scope, deliverables, timeline or fees must be requested in writing (email is sufficient) and confirmed by an Authorised Representative of both parties. Approved change requests are appended to the order and override prior conflicting terms.
Client responsibilities
- Provide complete, accurate and lawful Client Materials and respond to ELXAO requests within five (5) Working Days unless otherwise stated.
- Designate an Authorised Representative empowered to make decisions binding the Client.
- Grant ELXAO timely access to the systems, accounts, analytics and ad platforms necessary to perform the Services.
- Ensure you own or have all necessary rights to the Client Materials and that they do not infringe any third-party right.
- Pay invoices on time.
Intellectual property
Subject to full payment, ELXAO assigns to you all economic rights in the bespoke Deliverables produced specifically for you under the Agreement, for the term of legal protection and for worldwide use, in any media. ELXAO retains ownership of its pre-existing tools, methodologies, frameworks, templates, code libraries and know-how and grants you a non-exclusive, royalty-free, perpetual licence to use them as integrated in the Deliverables.
Third-party assets (stock photography, fonts, plugins, SaaS subscriptions) remain subject to their own licences, which you accept upon use.
Confidentiality & data protection
Each party undertakes to keep confidential any non-public information received from the other party under the Non-Disclosure Agreement (NDA) executed at checkout. Processing of personal data is governed by the Data Processing Agreement (DPA) and by the ELXAO Privacy Policy.
Warranties & disclaimers
ELXAO performs the Services with the skill and care expected of a professional in the marketing operations industry (obligation de moyens). ELXAO does not warrant any specific commercial result (sales, traffic, ranking, conversion or attendance), which depends on factors outside its control. Specific service-level commitments are set out in each SLA.
Liability
To the maximum extent permitted by French law, ELXAO’s aggregate liability arising from or in connection with the Agreement, regardless of legal basis, is capped at the total fees paid by you to ELXAO for the Services giving rise to the claim during the twelve (12) months preceding the event. ELXAO is not liable for indirect or consequential damages, loss of revenue, loss of data, loss of goodwill or third-party claims. Nothing in the Agreement limits liability for fraud, gross negligence, wilful misconduct, bodily injury or any liability that cannot be excluded under applicable law.
Force majeure
Neither party is liable for failure to perform caused by an event beyond its reasonable control (Article 1218 of the French Civil Code), including natural disasters, war, terrorism, civil unrest, pandemics, public-authority decisions, internet or third-party platform outages, or strikes affecting a critical supplier. The affected party shall notify the other promptly and resume performance as soon as practicable.
Subcontracting & assignment
ELXAO may engage approved subcontractors and freelancers to perform parts of the Services and remains fully responsible for their performance. You may not assign the Agreement without ELXAO’s prior written consent, which shall not be unreasonably withheld.
Notices
Operational notices may be sent by email to the addresses on file. Legal notices must be sent to [email protected] with delivery confirmation, or by registered post with acknowledgement of receipt to ELXAO SASU, 154 boulevard Malesherbes, 75017 Paris, France.
Governing law & jurisdiction
The Agreement is governed by French law. Any dispute that cannot be resolved amicably within thirty (30) days of written notice shall be submitted to the exclusive jurisdiction of the competent courts of Paris, France, notwithstanding plurality of defendants or third-party claims.