Preamble:

The Provider is a computer graphics studio specializing in 3D modeling, synthetic images, and video production. It works for Design, Architecture, Real Estate Development companies, as well as communication agencies.

In this context, the Client wishes to entrust the Mission described below to the Provider.

 

Definitions:

Mission: Service provided according to the conditions set out in these general terms of service and the estimate, resulting in a Creation. Creation: Image(s), 3D modeling or video(s) created in the execution of the Mission. Technical constraints: all technical constraints and standards necessary for the execution of the Mission and the use of the Creations. Intellectual property rights: All intellectual property rights related to the Product, including, without limitation, copyright, patent rights, trademark rights, as well as rights related to protection against unfair competition and economic parasitism. Party(ies): Refers individually or jointly, as the term is singular or plural, to the Provider or the Client.

 

Contractual set:

The contract is formed by the general terms of service described in this document and the estimate accepted by the parties. Acceptance of the contract is materialized by the Client’s signature on the estimate. In the event of a contradiction between the two, the general terms of service will prevail. This contract excludes all other documents provided by the Client, including its general terms of purchase, even if they are signed by both parties. The Provider acknowledges, however, being bound by confidentiality agreements requested by the Client, provided that they have been signed.

 

Purpose of the contract:

The purpose of this contract is to define the conditions for the execution of the Mission agreed between the parties.

 

Characteristics of the Creation:

The Provider undertakes to deliver a Creation that complies with the description on the estimate. In the absence of specific technical details mentioned in the estimate, the Creations will have the technical characteristics usually used for similar Missions by the Provider in the course of its activity.

 

Validation of the Creations:

When the service requires a process to be repeated several times, the Provider submits a first copy of the Creation for validation by the Client before completing the entire service. When the service requires several successive stages of distinct nature (3D modeling, animation, textures, low-resolution rendering, etc.), each stage is submitted for validation to the Client before proceeding to the next stage. The validation period by the Client is added to the initially scheduled delivery time. In the absence of a response from the Client within 8 calendar days, the Provider may complete the service based on the transmitted elements, which will be considered validated.

 

Modifications of the Creations:

Creations submitted for validation by the Client may be subject to modification requests from the Client. When the estimate provides for the granting of one or more free modifications to the Client, the total of these modifications cannot represent more than 20% of the time and resources devoted to the initial Creation. Modifications will result in an additional charge calculated in proportion to the time and resources necessary for the modification compared to the time and resources necessary for the initial Creation.

 

Intellectual Property Rights:

7.1 The Client warrants to the Service Provider that it holds all Intellectual Property Rights necessary to lawfully entrust the Mission to the Service Provider and use the Creations. In the event of any action taken by an intellectual property rights holder against the Service Provider due to the performance of the Mission, the Client shall indemnify the Service Provider for all amounts charged to the Service Provider due to the conviction or settlement reached, as well as the costs necessary to defend the interests of the Service Provider in the context of the proceedings resulting in a conviction or in the context of the negotiation of a settlement.

7.2 The Client uses the Creation delivered by the Service Provider at its own risk. Consequently, the Service Provider shall not be held liable for any direct or indirect damages that may result from the use of the Creation by the Client or third parties. The Service Provider shall also not be held liable if the use of the Creation were to violate the provisions of French legislation regarding public order and good morals, or any other foreign legislation in this matter. As the Creation is made according to a specification completed by the Client, the Client must ensure, before any use of the Creation for its own account or for the account of others, that it is lawful and suitable for the purpose initially pursued.

7.3 It is also noted that the Creation made by the Service Provider is protected by copyright. The Service Provider therefore retains all intellectual property rights in all its proposals relating to the Creation and the Mission. The Client therefore undertakes not to reproduce or exploit, in any form whatsoever, directly or indirectly, such proposals without the express, written and prior authorization (notably on the estimate) of the Service Provider, which may be subject to financial compensation.

The Client shall mention the name of the Service Provider’s company and the function, if it is the subject of commercial advertising, on:  – Social networks  – Commercial video

The Service Provider grants the Client the right to use the Creation, only within the material and time limits defined on the estimate. In the absence of contrary provisions in the estimate, the Service Provider grants the Client a right to broadcast the Creation without time limit, on the following media:

Website Mobile application Software Paper and electronic catalog.

Any other medium or territory must be specified in the estimate to be considered as included in the authorization for reproduction and representation given to the Client.

The Client understands that it may use and distribute the Creation only as delivered by the Service Provider. Therefore, the Client is not authorized to modify the Creation or even to decompose, distribute or exploit elements of the Creation separately.

If the Client wishes, it may request from the Service Provider a total or partial assignment of the copyright attached to the Creation. The Service Provider will then make a financial proposal for the assignment of rights which the Client will be free to accept or not.

The Service Provider remains free to use all documents established for the Mission and the Creation, its proposals relating to the Creation, and to proceed or have extracts disseminated, for promotional, advertising and non-profit purposes only. This dissemination may be done by any means of the Service Provider.

7.4 The Client must inform the Service Provider of the confidential or secret nature of any elements of the Creation, if applicable. Also, if the purpose of the Creation is to be presented commercially or kept secret until a given date, the Client must inform the Service Provider, who undertakes not to disseminate the Creation before the date indicated by the Client. After that date, regardless of whether the Client has actually broadcast the Creation, the Service Provider becomes free again to disseminate and exploit the Creation and its elements in the context of its activities, particularly for promotional or advertising purposes. However, the Service Provider undertakes not to use the same scenario

 

Exclusive rights:

The Service Provider does not grant any exclusive rights to the Client and may be required to work for its competitors. Unless otherwise stated in the quote, the Creations made are not exclusively transferred to the Client, who only receives a license. As a result, the Service Provider may reuse the Creations to perform missions for third parties, including competitors.

 

Technical constraints:

Unless specifically mentioned in the quote, the Creations will be made in accordance with the technical constraints usually respected by the Service Provider in the course of its activity for the production of similar Creations. It is the Client’s responsibility to inform the Service Provider of any technical constraints that are specific to the equipment it uses to exploit the Creations or the use it intends to make of these Creations. When specific mentions are indicated in the quote, they replace the usual technical constraints instead of adding to them. In case of doubt, it is the Client’s responsibility to ensure that the technical constraints usually used by the Service Provider or the technical constraints specified in the quote are in accordance with the technical constraints allowing the use of the Creation by the Client. When elements are provided by the Client to the Service Provider, they must meet the technical constraints usually used by the Service Provider in the course of its activity for the production of similar Creations.

 

Price:

The price is indicated in the quote. It is expressed all taxes included, including VAT which will be due by the Client in addition to this price.

 

Payment:

Payments are due upon signing the quote and for subsequent invoicing upon receipt of the invoice. Amounts paid upon signing the quote are considered as deposits and not as down payments. Amounts due will bear interest at an annual rate of 12%. In case of late payment, the Service Provider may proceed without notice or warning to the interruption of its services. In case of non-payment and an exclusivity clause in the quote, the Client authorizes the Service Provider to sell the services already provided to a third party, including a competitor, and to retain the sale price up to the amount of the unpaid invoice, plus late payment interest and sales fees. The Service Provider’s claim against the Client will be reduced by the sale price only and will remain for the remainder.

 

Deadline:

Unless otherwise specified in the quote, the deadline will be the one usually used by the Provider in the context of its activity for the completion of similar Missions. The starting point of the deadline corresponds to the day following the receipt of the deposit. When intermediate payments are planned, the deadline is extended in case of delay in the payment of intermediate invoices. The extension is equal to 2 times the number of days of delay. Exceeding the deadline resulting from an element of force majeure, a fortuitous event, the sick leave of a person contributing to the Mission, a failure of the equipment of the Provider, or one of its subcontractors, does not engage the responsibility of the Provider.

 

Responsibility:

In case of damages resulting from a fault of the Provider in the execution of its contract, the due compensation cannot exceed an amount corresponding to the agreed price for the execution of the service specifically at the origin of the damage. In case of damages resulting from a defect in the computer tools used by the Provider in the execution of the contract, the Client waives any direct action against the Provider and will act directly against the editor or manufacturer of the computer tool. In the absence of fault on the part of the Provider, its liability cannot be engaged. In the event that the Client transfers the results of this service to a third party, he undertakes to remain solely responsible for the service vis-à-vis the third party and to prevent the third party from taking action against the Provider.

 

Retention of title:

The Creations remain the property of the Provider until full payment of the price of the entire Mission.

 

Unforeseeability:

In the event that the information provided by the Client subsequent to the signing of the contract would make its performance excessively onerous, the Provider who does not accept to assume such risk will inform the Client and propose: To pay a supplement of price. Or To interrupt the contract. The interruption is free of charge for the Provider. The Provider retains its right to receive the sums corresponding to the price of the services already performed or the deposit if its amount is higher.

Final provisions.

 

Entirety:

The parties declare that the contract contains the entirety of the agreement between them relating to its object.

 

Invalidity:

If a clause of the contract is declared null, it will be deemed unwritten, without causing the nullity of the contractual agreement by which the parties will remain bound to each other. If necessary, the parties undertake to negotiate in good faith the provisions necessary to replace the clauses that may have been canceled or invalidated for any reason.

 

Waiver:

The fact that a Party does not claim the application of any provision of this contract or tolerate its temporary or permanent non-performance shall in no way be construed as a waiver by that party to exercise the rights it holds under this contract.

 

Applicable law – Disputes:

This contract, and any question relating to its validity, interpretation or the performance of the rights or obligations of the parties shall be governed by French law. The parties shall endeavor to resolve amicably any dispute related to or arising from the existence, validity, performance, termination, or expiration of this contract in good faith and by any reasonable and appropriate means. In the event of disagreement between the parties, any dispute, controversy or claim arising from this contract and any subsequent modification thereof, or related thereto, and relating in particular but not exclusively to its formation, validity, binding effect, interpretation, performance, breach or termination, as well as any extra-contractual claim, shall be subject to mediation by any mediation center, seized by either Party; the mediator’s fees and expenses shall be shared equally between the parties. In the absence of an amicable resolution, the dispute shall be subject to the jurisdiction of the competent courts.