General Terms and Conditions of Sale

Article 1 — Definitions

Client

any legal entity or professional that orders a Service from the Studio. These Terms do not apply to consumers.

Service

any assignment entrusted to the Studio — concept, design, development, 3D / real-time production, interactive or immersive installation, event device, maintenance (TMA), hosting, consulting.

Quote

the commercial proposal issued by the Studio describing the scope, the Deliverables, the price, the schedule and, where applicable, the special conditions.

Order

a Quote accepted by the Client under the conditions of article 3.

Deliverables

the items expressly listed in the Quote and handed over to the Client (websites, applications, content, devices, documentation).

Working files

design and production source files not listed as Deliverables (mock-ups, 3D files, real-time engine projects, rushes, DTP files, tooling scripts).

Studio Elements

tools, libraries, components, frameworks, methods and know-how developed by the Studio before or independently of the Order.

Acceptance testing

the procedure for checking that the Deliverables conform to the Quote (article 8).

Defect

a reproducible discrepancy between a Deliverable and the specifications of the Quote.

Article 2 — Scope and enforceability

2.1In accordance with article L441-1 of the French Commercial Code, these Terms form the sole basis of the commercial relationship between the Studio and the Client. They apply to every Order, without restriction or reservation.

2.2Acceptance of a Quote entails full and unreserved acceptance of these Terms, which prevail over any document issued by the Client, in particular its general purchasing conditions, unless the Studio expressly agrees otherwise in writing and signs that agreement.

2.3The special conditions set out in the Quote prevail over these Terms in the event of a conflict. A framework agreement signed by both parties prevails over the Quote and these Terms.

2.4The fact that the Studio does not rely on a provision of these Terms at a given time does not amount to a waiver of its right to rely on it later.

Article 3 — Quotes, Orders and amendments

3.1A Quote is valid for 30 calendar days from its date of issue, unless stated otherwise.

3.2An Order becomes firm when both of the following conditions are met: (a) the Quote is returned signed, or accepted by any written means (email, electronic signature, purchase order referring to the Quote); (b) the deposit provided for in article 5 has been received. Any start of performance at the Client’s request constitutes acceptance of the Quote and of these Terms.

3.3The Service comprises exclusively what is explicitly described in the Quote. Any request not provided for (feature, content, medium, format, variant, additional review round) is subject to a written amendment or billed on a time-and-materials basis at the Studio’s current hourly rate stated in the Quote. The maintenance hourly rate is distinct from the daily rate applied to project services.

3.4The number of iterations (review rounds) included per stage is specified in the Quote. Failing that, it is set at two per Deliverable.

3.5A change request made after a stage has been approved is handled as an out-of-scope request.

Article 4 — Prices, expenses and revision

4.1Prices are expressed in euros, exclusive of tax. VAT is applied at the rate in force on the invoice date.

4.2Unless a fixed fee is stated in the Quote, the following are re-invoiced at cost, against supporting documents, with a 10% handling surcharge: travel and accommodation outside Paris and Montpellier city limits, purchases of licences, fonts, stock images and music, specific equipment, equipment rental, shipping and transport costs, and third-party services ordered on the Client’s behalf.

4.3The prices of recurring Services (article 9) are revised every 1 January, with 30 days’ notice to the Client, using the formula P1 = P0 × (S1 / S0), where S0 is the latest Syntec index published on the signature date and S1 the latest index published on the revision date. Price increases imposed by infrastructure suppliers (hosting, cloud services, licences) are passed on to the Client euro for euro, with 30 days’ notice. Should the Syntec index cease to be published, the parties will substitute the closest available index. The revision applies both upward and downward. If the annual variation of the index exceeds 5% in absolute terms, either party may request a renegotiation; failing agreement within 30 days, the contract continues at the revised price.

4.4A Quote accepted after its validity period may be subject to an update of its price and schedule.

Article 5 — Invoicing and payment

5.1Deposit.Every Order gives rise to a deposit of 40% of the amount exclusive of tax (30% above EUR 20,000 excl. tax; 50% for event and on-site Services), received before any work begins. For Clients operating with purchase orders, the deposit takes the form of a start-up invoice issued on receipt of the purchase order, payable within 30 days; work begins on receipt of the purchase order. Third-party costs (licences, equipment, hosting) are invoiced in full in advance. The deposit is retained by the Studio if the Client cancels.

5.2Payment schedule.Unless the Quote sets out a specific schedule, the balance is invoiced according to the planned duration of the Service: up to one month, balance on Acceptance; from one to three months, 30% at the intermediate milestone defined in the Quote (approval of mock-ups, working prototype or provisional acceptance) or, failing a milestone, at the mid-point of the schedule, and the balance on go-live; beyond three months, monthly invoicing as work progresses (approved milestones or time spent) and a 10% balance on Acceptance; event and on-site Services, balance invoiced 15 days before the operating date. Any delay in approval or supply attributable to the Client does not suspend the payment schedule beyond 15 days. Recurring Services are invoiced in advance, monthly, quarterly or annually as stated in the Quote.

5.3Payment terms.Invoices are payable within 30 days of their date of issue, by bank transfer only. No discount is granted for early payment. Any period agreed in the Quote may not exceed 60 days from the invoice date, or 45 days end of month, in accordance with article L441-10 of the French Commercial Code.

5.4Late payment.Any late payment automatically entails, without prior formal notice: (a) late-payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, calculated on the amount due inclusive of tax, per day of delay, from the day after the due date (art. L441-10 II of the French Commercial Code); (b) a fixed recovery-cost indemnity of EUR 40 per invoice (art. D441-5 of the French Commercial Code), without prejudice to additional compensation, against supporting documents, where the costs incurred are higher; (c) the Studio’s right to suspend any ongoing Service, including hosting and maintenance, after written notice has remained without effect for 8 days; (d) the acceleration of all sums due under the relationship.

5.5Disputes.Any dispute of an invoice must be substantiated and notified in writing within 15 days of its receipt. After that period, the invoice is deemed accepted. A partial dispute does not suspend payment of the undisputed part.

5.6Electronic invoicing.Before the Order, the Client provides the Studio with the information needed to issue a compliant electronic invoice: SIREN, billing address, delivery address if different, and any reference required by its internal procedures (purchase order number, legal commitment number, service code). The Client’s failure or delay in providing these references suspends neither invoicing nor the due date of the sums owed. For public-sector buyers, the Client states in the Quote the information required for filing on Chorus Pro. The Client agrees to receive the Studio’s invoices in electronic form, where applicable through an accredited platform, and provides the Studio with the identifier of its own receiving platform.

5.7Set-off.The Client may not set off, withhold or reduce any amount without the Studio’s written agreement.

Article 6 — Client’s obligations

6.1The Client appoints a single contact person authorised to take decisions and approve stages.

6.2The Client supplies, within the schedule, all the items required for the Service: brief, text and visual content, brand guidelines, access (servers, domain names, accounts, APIs, back offices), technical information, and any required approval.

6.3The Client warrants that it holds the rights and permissions required for all the items it supplies (text, images, video, sound, trademarks, data, software). It is solely responsible for their content, lawfulness and use. It indemnifies the Studio against any third-party claim in this respect and bears all defence costs, awards and settlements.

6.4Delays and blockages attributable to the Client.Any delay in an action that depends on the Client is attributable to the Client: supply of the content, access or information requested, approval of a stage or Deliverable, answer to a blocking question, issue of a purchase order, availability of its contact person, of the site or of the venue. The delay runs from the date set in the schedule or, failing that, 10 business days after the Studio’s written request. It postpones the schedule accordingly, without any liability on the Studio’s part. Beyond 15 days of delay, the Studio may invoice the scheduled milestones on their planned dates as if the stage had been completed, suspend the Service and reschedule it according to the availability of its teams. Beyond 60 days of blockage, recorded by a written notice that has remained without effect for 15 days, the Studio may, at its option: either terminate the Order for breach by the Client, the work carried out and committed being due together with the indemnity provided for in article 20.3; or place the Order on hold, its resumption giving rise to rescheduling and a resumption fee of 10% of the amount excl. tax remaining to be performed. A refusal to approve, substantiated by reservations based on non-conformity with the Quote, does not constitute a delay attributable to the Client.

6.5The Client is responsible for ensuring that its use of the Deliverables complies with the regulations applicable to it (sector-specific rules, advertising, prize competitions, accessibility, personal data, consumer law), the Studio acting solely as a technical and creative provider, unless a consulting assignment is expressly provided for in the Quote. Bringing the Deliverables into compliance with an accessibility standard (RGAA, WCAG) is a specific service, priced in the Quote when requested; failing that, the Studio applies current good practice without warranting compliance with a given level.

Article 7 — Performance and lead times

7.1The Studio is bound by a best-efforts obligation. It performs the Service with the care and professionalism expected of a creative technology studio.

7.2The lead times stated in the Quote are indicative and run from receipt of the deposit and of all the items owed by the Client. They become binding only if the Quote expressly says so.

7.3A delay by the Studio against a binding deadline entitles the Client only to compensation capped at 5% of the price excl. tax of the Service concerned, after formal notice, to the exclusion of any cancellation of the Order or any other damages, and unless the delay results from the Client, a third party or force majeure.

7.4The Studio freely chooses the technical means, tools, technologies and resources needed to perform the Service, in compliance with the Quote.

Article 8 — Acceptance and warranty

8.1On delivery of each Deliverable, the Client has 10 business days to check its conformity with the Quote and notify its reservations in writing, precisely and with reasons.

8.2The following constitute unreserved acceptance of the Deliverable: the absence of reservations within the period set in article 8.1, go-live, publication online, public release or any use of the Deliverable by the Client, or a signed acceptance report.

8.3Justified reservations are corrected by the Studio within a reasonable time; a new 5-business-day verification period then opens, limited to the corrections. Requests that do not constitute Defects (change of mind, new request, change in the brief) fall under article 3.3.

8.4Correction warranty.For 3 months from acceptance of the Deliverable within the meaning of article 8.2 — that is, the earliest of the following dates: signed acceptance report, go-live, or expiry of the verification period without reservations (6 months where the Quote so provides) — the Studio corrects free of charge the reproducible Defects reported in writing, on the environments and versions of browsers, operating systems and hardware listed in the Quote (failing that: the two latest major versions of the main browsers on the delivery date).

8.5The following are excluded from the warranty: Defects resulting from an intervention by the Client or a third party on the Deliverable, from a change in browsers, systems, platforms, APIs or third-party services, from hosting not supplied by the Studio, from use not in accordance with the documentation, from the Client’s content, and change requests. Any work outside the warranty is billed on a time-and-materials basis. During the warranty period, security vulnerabilities affecting the code delivered by the Studio are handled as a priority.

8.6Beyond the warranty, keeping the Deliverables in operational condition falls under a maintenance contract (article 9). The Studio does not warrant that the Deliverables are free of all defects or that they will operate without interruption.

8.7Scope of the warranty.Covered: reproducible discrepancies between the Deliverable and the approved specifications (brief, approved mock-ups, acceptance report), on the environments listed in the Quote; security vulnerabilities in the code delivered by the Studio. Not covered: content, search engine ranking, performance beyond the specified thresholds, compatibility with versions of browsers, systems, CMS, libraries or APIs released after delivery, new aesthetic or functional requests, the effects of a change made by the Client or a third party, and hosting or third-party service incidents. The warranty is exercised by ticket, within the response times of priority P2 under article 9.4 (P1 in the event of a production blockage), and ends early if the Client or a third party modifies the Deliverable without the Studio’s written agreement.

Article 9 — Recurring services: maintenance (TMA), hosting, prepaid hours

9.1Term.Unless the Quote stipulates otherwise, every maintenance or hosting contract is entered into for 12 months from its effective date and is tacitly renewed for successive periods of the same duration. Either party may terminate it by registered letter or email with acknowledgement of receipt, subject to 2 months’ notice before the renewal date (3 months for hosting, to allow for a migration). Each renewal covers a new fixed period of 12 months. Periods invoiced in advance remain due.

9.2Scope of maintenance.Maintenance covers exclusively what is described in the Quote among: corrective maintenance (correction of Defects), preventive maintenance (security updates of the technical stack, backups, monitoring), and evolutive maintenance within the limit of the hours provided for. Unless stated otherwise, the following are excluded: redesign, major version migration, new developments, content production, search engine optimisation, end-user support, and correction of the consequences of an intervention by the Client or a third party.

9.3Prepaid hours.Prepaid hours or credits can be used for 12 months from their invoicing, in 15-minute increments with a minimum of 30 minutes per request, qualification and diagnosis time included, and are non-refundable. On written request made before the expiry date, their validity is extended once by 3 months. The Studio keeps the statement available to the Client, with the expiry date shown on each monthly statement. Any on-site intervention or intervention outside business hours is counted in half-day minimum units. Hours used beyond the prepaid volume are billed on a time-and-materials basis at the current hourly rate.

9.4Service levels.The Studio operates on business days and hours (Monday to Friday, 9:30 am – 6:30 pm, excluding French public holidays), after a ticket has been opened in its support tool. Requests are qualified under three priority levels. P1, blocking incident in production: response within 4 business hours, target resolution or workaround within 1 business day. P2, major defect without blockage: response within 1 business day, target resolution within 3 business days. P3, minor defect or standard request: response within 2 business days, correction in the next batch. Response times are commitments; resolution times are targets, the Studio being bound by a best-efforts obligation. An enhanced service level (P1 response within 1 hour, evening and weekend on-call for P1) is offered as an option in the Quote. Service-level penalties apply only if the Quote provides for them; they are capped at 10% of the monthly fee and excluded where the delay originates from the Client, a third party or the infrastructure supplier.

9.5Hosting.The Studio may provide hosting through third-party infrastructure suppliers it selects (hosting providers, cloud services, CDNs, managed databases). The Client accepts those suppliers’ terms, which the Studio keeps available. By default, the Studio is bound by a best-efforts obligation, with a target availability of 99.5% per month, excluding scheduled maintenance notified 48 hours in advance and incidents attributable to the infrastructure supplier. A guaranteed availability level (99.9%) is offered as an option in the Quote, backed by the commitment subscribed with the supplier; in the event of a breach it entitles the Client to a credit note capped at one month of hosting, to the exclusion of any other compensation. Backups are daily and kept for 7 days (maximum data loss of 24 hours, target restoration within 1 business day); a restoration at the Client’s request is billed on time spent; the Client remains responsible for keeping a copy of its content and data. The hosting price is revised, with 30 days’ notice, when the supplier’s plan changes or when the resources consumed exceed those of the subscribed plan for two consecutive months; the Client may then terminate without notice. The Studio may upgrade or change infrastructure supplier provided an equivalent service level is maintained. Domain names are registered in the Client’s name, which remains their owner; the Studio only handles their technical management.

9.6Security.The Studio implements reasonable security measures with regard to the state of the art and the agreed price. The Client is informed that no system is impregnable. Remediation of a security incident not attributable to the Studio (attack, vulnerability in a third-party component, Client’s negligence regarding its access credentials) is billed on a time-and-materials basis.

9.7Reversibility.The Client may terminate hosting and repatriate its data or transfer it to another provider. It notifies its request in writing with a maximum of 2 months’ notice; the transition period is 30 days, extendable by mutual agreement if the migration is technically longer. The Studio hands over free of charge, in a standard, readable format, a copy of the data, the content and the source code of the paid Deliverables, keeps these items retrievable for 30 days after the end date, then deletes them. Only support services going beyond this handover (set-up at the new provider, code adaptation, training, development of connectors) are billed on a time-and-materials basis. Any handover is subject to payment of the sums due.

Article 10 — Event services and on-site installations

10.1Client’s on-site obligations.For any Service involving installation, operation or presence at a venue (event, point of sale, exhibition, immersive space), the Client guarantees the Studio: access to the venue on the agreed dates and time slots, a space conforming to the approved plans, power supply, network connectivity and ambient conditions (temperature, humidity, light, floor load) conforming to the technical requirements provided, compliance of the venue with the applicable regulations (public-access buildings, safety, fire, labour), and custody of the equipment when the Studio is not present.

10.2Equipment.Equipment rented, lent or made available by the Studio remains its exclusive property. The Client is its custodian from its delivery on site until its collection, and is liable for any loss, theft or damage, up to its replacement value as new. A joint inventory is drawn up on delivery and on collection. The Client takes out all-risks insurance covering this equipment at its value as new, or checks that the venue’s insurance covers it, and waives any claim against the Studio for damage occurring during the custody period.

10.3Postponement and cancellation by the Client.Any cancellation of an on-site Service notified: more than 60 days before the date, the work carried out is invoiced with a minimum of 25% of the price excl. tax; between 60 and 30 days, 50%; between 30 and 15 days, 70%; less than 15 days, 100% of the price excl. tax. The deposit is retained in all cases and the costs incurred with third parties (rental, transport, subcontractors) are re-invoiced in full. A postponement is accepted once, subject to availability: non-recoverable costs are re-invoiced and the price is increased by 10%; any subsequent postponement is treated as a cancellation.

10.4External conditions.Bad weather, decisions by the authorities, closure of the venue, failures of the site or of its providers are not attributable to the Studio. The Studio may refuse or interrupt an operation if the safety conditions for people or equipment are not met, without incurring any liability and without any price reduction.

10.5Content shown and audience.The Client is responsible for the content shown, for the required permissions (music rights, participants’ image rights, declarations), for supervising the audience and for the participants’ use of the device. Unless the Quote includes a consulting assignment, the Studio does not warrant that the device complies with the regulations specific to the Client’s sector.

10.6Physical devices.For installations involving a structure or fabrication, the warranty under article 8.4 covers the software, the integration and manufacturing defects for 3 months from installation; off-the-shelf hardware benefits from its manufacturer’s warranty, transferred to the Client; on-site travel is invoiced; the warranty excludes normal wear and tear, consumables, damage related to transport not carried out by the Studio, installation by a third party, improper use, vandalism and non-conforming ambient conditions.

Article 11 — Intellectual property

11.1Deliverables.Subject to full payment of the price, the Studio assigns to the Client, on an exclusive basis, the economic copyright in the Deliverables specifically created for the Order: the right of reproduction, the right of representation, the right of adaptation, modification and translation, for the use of the Deliverables in accordance with their purpose as described in the Quote, on all media and by all processes known on the date of the Order, worldwide and for the legal term of copyright protection. Where the Quote limits the purpose, term, territory or media, those limits apply. Any use beyond them is subject to an amendment and additional remuneration.

11.2Condition precedent.The assignment takes effect only upon full payment of all invoices relating to the Order and its amendments. Until that payment, any use of the Deliverables is prohibited and the Studio remains the sole holder of the rights.

11.3Studio Elements.The Studio Elements incorporated into the Deliverables remain the exclusive property of the Studio. The Client is granted a non-exclusive, non-transferable licence over them, worldwide and for the term of protection, limited to the use of the Deliverables in accordance with their purpose. The Studio remains free to reuse them for other clients.

11.4Source code and working files.For websites and web applications, the source code of the Deliverables is handed over to the Client on Acceptance, subject to article 11.2, as a repository or an archive; the Studio Elements it contains remain governed by article 11.3. For interactive, immersive and real-time devices (installations, games, experiences), the Studio delivers the executables, builds and packaged content needed for operation; the source projects (real-time engine, 3D, compositing, tools) are Working files. Working files are not Deliverables and are not assigned; their handover, where provided for in the Quote, gives rise to specific remuneration.

11.5Third-party components.The Deliverables may incorporate third-party components (open-source software, libraries, engines, fonts, licensed media, services). They remain subject to their own licences, which the Client accepts. On request, the Studio informs the Client of the main applicable licences. Named or recurring licences (engines, plug-ins, fonts, APIs, stock image libraries) are subscribed in the Client’s name or re-invoiced.

11.6Rejected proposals.Creations, concepts, sketches, creative directions and proposals not selected or presented during a consultation or tender phase remain the exclusive property of the Studio. Any use, even partial or adapted, is prohibited without written agreement and remuneration.

11.7Moral rights.The authors’ moral rights (respect for their name and their work) are inalienable. The Client undertakes not to distort the Deliverables; modifications required for their normal use are permitted.

11.8Trademarks.The Studio’s distinctive signs (name, logo, taglines, names of its frameworks and offers) remain its property. The Client acquires no rights over them.

Article 12 — Generative artificial intelligence

12.1The Studio may use generative artificial intelligence tools in its creative and development process (research, ideation, generation of elements, coding assistance), under the supervision of its teams. The Client may exclude this use for all or part of the Service by an express statement in the Quote.

12.2The Client is informed that content generated entirely by AI, without human creative input, may not be protected by copyright, and that the Studio cannot warrant its absolute originality or novelty. For such content, article 11.1 is to be read as an assignment of the rights held by the Studio, with no warranty against eviction beyond that.

12.3The Studio does not enter any confidential Client data into AI tools without appropriate protective measures, and does not submit the Deliverables for the training of third-party models. The Client reciprocally undertakes not to use the Deliverables or the Studio Elements to train, fine-tune or feed an AI system without written agreement.

12.4Where regulations require content generated or manipulated by AI to be labelled or disclosed to individuals, the Studio implements that labelling on the Deliverables it produces; the Client remains responsible for maintaining that disclosure during use and distribution. The Studio does not use AI to generate content depicting identifiable real persons without their written consent, and the Client undertakes not to request it.

Article 13 — Subcontracting

The Studio may freely subcontract all or part of the Service to providers of its choice, under its responsibility. It remains the Client’s single point of contact and remains responsible for the proper performance of the Service.

Article 14 — Right of reference

14.1The Studio is authorised to cite the Client’s name, trademark and logo, and to present the Service (visuals, excerpts, recordings, descriptions, non-confidential results) in its commercial references, its website, its case studies, its social media, its press kits, its entries to awards and tenders, and any external communication.

14.2The Client may restrict this right by written statement before the Quote is signed, or request, for a given operation, an embargo until its public release date.

Article 15 — Confidentiality

15.1Each party undertakes to keep confidential the other party’s information identified as such or whose confidential nature is obvious (briefs, prices, methods, code, data, commercial and technical information), for the duration of the relationship and for 3 years after its end.

15.2Information that is public, already known to the receiving party, lawfully obtained from a third party, or whose disclosure is required by law or by an authority, is not confidential.

15.3The Studio may disclose the necessary information to its subcontractors, advisers and insurers, who are bound by the same obligation.

Article 16 — Personal data

16.1Where the Service involves the processing of personal data on the Client’s behalf (hosting, maintenance, forms, user accounts, data collection through a device), the Studio acts as a processor within the meaning of article 28 of Regulation (EU) 2016/679 (GDPR). The terms of that processing are set out in the data processing agreement annexed to these Terms or to the Quote; failing that, the provisions of this article apply.

16.2The Studio processes the data only on the Client’s documented instructions, for the purposes of the Service; ensures the confidentiality of authorised persons; implements appropriate security measures; notifies the Client of any data breach as soon as possible after becoming aware of it; reasonably assists the Client with the exercise of data subjects’ rights and with its compliance obligations, on a time-and-materials basis where the assistance exceeds what is provided for in the Quote; deletes or returns the data at the end of the Service; informs the Client of its sub-processors (hosting providers, cloud suppliers) and of transfers outside the European Union, the Client hereby authorising the use of the suppliers listed in the Quote or communicated on request.

16.3The Client is the controller: it determines the purposes and means, and guarantees the lawfulness of the processing, the information given to data subjects, the legal basis, the keeping of the record of processing, impact assessments and any filings. It indemnifies the Studio against any claim in this respect.

16.4For the management of the commercial relationship, the Studio processes the contact details of the Client’s contact persons as a controller, for the duration of the relationship and the applicable limitation periods. Data subjects may exercise their rights by writing to hello@thegobeliners.com.

Article 17 — Liability and insurance

17.1The Studio is bound by a best-efforts obligation. It may be held liable only in the event of proven fault having caused direct damage to the Client.

17.2The Studio’s total liability, on any basis whatsoever, under an Order is limited to the amount excl. tax actually paid by the Client for that Order and, for recurring Services, to the amount excl. tax paid for the 12 months preceding the event giving rise to the claim (for hosting alone, to 3 times the monthly fee). This limitation does not apply in the event of gross negligence or wilful misconduct by the Studio, nor to personal injury.

17.3The Studio is under no circumstances liable for indirect or consequential damage, including: loss of revenue, profit, customers, data, reputation or opportunity; commercial loss; costs of obtaining a substitute service; third-party claims; the consequences of the unavailability of a third-party service (hosting provider, cloud, API, social network, platform), of a cyberattack, of a defect in the content or items supplied by the Client, or of a use of the Deliverables not in accordance with their purpose.

17.4Any liability claim against the Studio must be brought within 12 months of the event giving rise to it, failing which it is time-barred.

17.5The Studio holds professional liability insurance with a reputably solvent insurer. A certificate is provided to the Client on request.

17.6The parties acknowledge that the limitations in this article were decisive in setting the agreed price and the balance of the relationship.

Article 18 — Force majeure

18.1Neither party may be held liable for a breach caused by a force majeure event within the meaning of article 1218 of the French Civil Code. The following in particular, without this list being exhaustive, are deemed to be such events where they are beyond the control of the party concerned: natural disaster, fire, flood, epidemic or pandemic and the associated health measures, war, terrorist attack, riot, strike external to the company, administrative or judicial decision, interruption of energy or telecommunications networks, major failure of an infrastructure or cloud service supplier, large-scale cyberattack, ban or closure of an event venue.

18.2Obligations are suspended for the duration of the event. If it lasts more than 30 days, either party may terminate the Order in writing; the Services performed remain due.

Article 19 — Non-solicitation

The Client undertakes, for the duration of the relationship and for 12 months after its end, not to solicit, hire or engage, directly or indirectly, any employee, officer, freelancer or subcontractor of the Studio who took part in the Service, without the Studio’s written agreement. This prohibition does not cover an unsolicited application by a person to a public job offer of the Client. The Studio gives the same undertaking with respect to the Client’s staff. In the event of a breach, the Client pays the Studio, as liquidated damages, a fixed indemnity equal to 12 months of the gross remuneration of the person concerned, without prejudice to the right to prove greater loss.

Article 20 — Term, termination and exit

20.1A one-off Order ends on acceptance of the Deliverables and full payment of the price. Recurring Services are governed by article 9.1.

20.2Termination for breach.In the event of a serious breach by one party of its obligations, not remedied within 15 days of a written formal notice, the other party may terminate the Order automatically, without court proceedings. Failure to pay an invoice that has fallen due constitutes a serious breach.

20.3Termination for convenience by the Client.The Client may end a one-off Order in progress by written notice; the following are then due: the deposit (retained), the work carried out and committed at the date of notification, the third-party costs incurred, and an indemnity equal to 20% of the amount excl. tax remaining to be invoiced.

20.4Effects.Termination does not affect the sums due or the provisions intended to survive (articles 11, 12.3, 14, 15, 16, 17, 19 and 22). The rights assigned over the paid Deliverables vest in the Client; those relating to unpaid Deliverables remain with the Studio.

20.5Reversibility.Exit from recurring Services takes place in accordance with article 9.7.

Article 21 — Miscellaneous

21.1Assignment.The Client may not assign the Order without the Studio’s written agreement. The Studio may assign it to any company in its group or to its successor, by informing the Client.

21.2Hardship.Each party agrees to bear the risk of an unforeseeable change of circumstances within the meaning of article 1195 of the French Civil Code, with the exception of the price revision provided for in article 4.3.

21.3Severability.If a provision is held to be void or unenforceable, the others remain applicable and the parties replace it with a provision of equivalent effect.

21.4Independence.The parties are independent contractors. No provision creates any relationship of subordination, partnership or agency.

21.5Evidence and electronic signature.The parties acknowledge the validity of email exchanges, electronic signatures and dematerialised documents as a means of evidence and acceptance. The records of the Studio’s tools (time tracking, tickets, deployment logs) are authoritative between the parties, unless proven otherwise.

21.6Language.These Terms are drawn up in French. In the event of a translation, the French version prevails.

21.7Changes to the Terms.The Studio may amend these Terms. The applicable version is the one in force on the date the Quote is issued; for recurring Services, the new version is notified to the Client 30 days before each renewal and applies from that renewal.

Article 22 — Governing law, amicable settlement and jurisdiction

22.1These Terms and every Order are governed by French law.

22.2In the event of a dispute, the parties endeavour to reach an amicable solution within 30 days of the written notification of the dispute by the more diligent party. This amicable phase does not prevent interim measures or the recovery of unpaid invoices.

22.3FAILING AN AMICABLE SETTLEMENT, ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THE RELATIONSHIP BETWEEN THE STUDIO AND THE CLIENT SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE PARIS ECONOMIC ACTIVITIES COURT (TRIBUNAL DES ACTIVITÉS ÉCONOMIQUES DE PARIS), INCLUDING FOR INTERIM PROCEEDINGS, THIRD-PARTY CLAIMS OR MULTIPLE DEFENDANTS.