General Terms and Conditions of Sale

ARTICLE 1 – Scope of Application

These General Terms and Conditions of Sale apply to all services provided by the company E-RENDERING STUDIO (hereinafter “ERS”), a limited liability company (SRL), headquartered in CHISINAU, 31/1 ISMAIL, Republic of Moldova, and represented by Mr. CHERGUI Karim Frédéric, in his capacity as commercial director, to professional clients, regardless of any clauses that may appear on the Client’s documents, including its general terms and conditions of purchase, and concern the following services:

– The provision of 3D modeling services, 3D illustrations, 3D video, virtual reality;

In accordance with applicable regulations, these General Terms and Conditions of Sale are systematically communicated to any Client who requests them to enable them to place an order with the Provider. ERS reserves the right to waive certain clauses of these General Terms and Conditions of Sale depending on the negotiations with the Client, by establishing Specific Terms of Sale.

ARTICLE 2 – Definitions

“Client”: refers to the natural or legal person on behalf of whom ERS provides the Services defined in the Contract.

“Contract”: refers to the set of contractual documents governing the respective rights and obligations of the Parties within the framework of the Services provided by ERS to the Client.

“Quote”: refers to the financial proposal sent by ERS to the Client considering the nature of the envisaged Services.

“Parties”: refers to ERS and the Client.

“Services”: refers to all advisory and assistance missions carried out by ERS, under the conditions set forth in the Contract.

ARTICLE 3 – Orders

3.1. Sales of services are considered perfected upon acceptance of the Quote established by ERS, made in writing or electronically by the Client. Orders must be confirmed in writing, using an order form duly dated and signed by the Client or by accepting the quote electronically via the link provided when the quote is sent to the Client. The quotes provided by ERS are valid for one (1) month from the date they are given to the Client. In the absence of the Client’s express agreement, the acceptance of the Contract may, exceptionally, result from its execution when habitual contractual relations between ERS and the Client justify it.

3.2. Any modifications to the order requested by the Client will only be taken into account, within the limits of the Provider’s possibilities, if notified electronically at least 30 days before the scheduled date for the provision of the ordered services, after the Client’s signature of a new specific order form and possible adjustment of the price.

3.3. In case of order cancellation by the Client, notified electronically after its acceptance by the Provider, for any reason other than force majeure, the deposit paid upon ordering, as defined in the “Payment Conditions” article of these T&Cs, as well as any payments made by the Client to ERS, proportional to the service provided, and as outlined when signing the quote, will be automatically acquired by the Provider and cannot be refunded.

ARTICLE 4 – Service Rates and Prices

The services are provided at the rates in effect on the date the order is placed, according to the quote previously established by the Provider and accepted by the Client, as indicated in the “Orders” article above. Rates are quoted net of taxes. A bill is issued by the Provider and given to the Client with each deposit request and service provision. The conditions for determining the cost of services whose price cannot be known in advance or accurately indicated will be communicated to the Client or will be subject to a detailed quote upon the Client’s request.

ARTICLE 5 – Payment Conditions

5.1. Payment deadlines and terms

A deposit is required upon placing the order and corresponds to 50% of the total price of the ordered services for any quote exceeding 790 euros excluding tax (HT). The balance of the price is payable on delivery, within 2 calendar days after the Provider delivers the services, under the conditions set forth in the “Service Delivery Conditions” article below. After this deadline, the Client will be liable for late payment penalties as set forth below. The Provider is not obligated to proceed with the provision of the ordered services if the Client has not paid the price under the conditions and according to the terms outlined in these General Terms and Conditions of Sale, including the deposit. No discount will be granted by the Provider for immediate payment or payment before the due date specified in these General Terms and Conditions of Sale or on the invoice issued by the Provider.

A full payment is required for any invoice of 790 euros or less. Payment is due upon receipt of the corresponding invoice for the amount of the quote.

5.2. Late Payment Penalties

The amounts owed by the Client will be calculated based on the price including taxes (TTC) indicated on the invoice and not the price excluding taxes (HT).

In case of late payment beyond the specified deadline, and after the payment date indicated on the invoice sent to the Client, late payment penalties calculated at a rate of 5% of the total TTC price of the services on the said invoice will automatically and rightfully accrue to the Provider, without any formalities or prior reminders, and will result in the immediate due date of all sums owed to the Provider by the Client, without prejudice to any other actions the Provider may take against the Client. In case of non-compliance with the payment conditions above, the Provider reserves the right to suspend the provision of the ordered services, suspend its obligations, or cancel or reduce any discounts granted to the Client. Any non-performance by the Client, whether partial or total, of its payment obligations or any delay will result in a fixed indemnity of 40 euros for recovery costs as provided for in articles L441-6 and D441-5 of the French Commercial Code, it being specified that this fixed indemnity does not limit the amount of other expenses the Provider may incur for recovering its invoices.

5.3. Absence of Compensation

Unless expressly agreed to in writing by the Provider, and provided that the reciprocal claims and debts are certain, liquid, and due, no compensation can be validly made by the Client between any penalties for late service delivery or non-compliance with the order, on the one hand, and the sums owed by the Client to the Provider for the purchase of said services, on the other.

ARTICLE 6 – Service Delivery Conditions

6.1. The services requested by the Client will be delivered within a maximum period determined between the Parties from the date the Provider receives the corresponding signed order form, along with the required deposit. However, certain Services, due to their nature, may not be subject to pre-agreed deadlines between the parties. The Provider will not be liable to the Client for delays in delivering the services exceeding 30 days. If the delay exceeds 30 days, the Client may request the cancellation of the sale. Any deposits already paid will be refunded by the Provider. The Provider’s responsibility cannot be engaged in case of delay or suspension of the service provision due to the Client or in case of force majeure as defined below.

6.2. ERS undertakes to implement all necessary means for the proper execution of the Services, and notably, to act in compliance with legal and regulatory provisions. As a result, the Services performed by ERS are in no way subject to an obligation of result, but to the sole obligation of means.

ARTICLE 7 – Complaints

In the absence of any express reservations or complaints made by the Client upon receipt of the services, the services will be considered compliant with the order in terms of quantity and quality. The Client will have a period of 15 days from the provision and receipt of the services to submit, in writing, such reservations or complaints, along with all supporting documents, to the Provider. No complaint can be validly accepted if these formalities and deadlines are not respected by the Client.

The Provider will correct, as soon as possible and at its own expense, any services that do not conform, provided that the non-compliance has been duly proven by the Client.

ARTICLE 8 – Intellectual Property Rights

Throughout the duration of the Service, the Provider retains all intellectual property rights on studies, drawings, models, prototypes, or any other project created, even at the Client’s request, for the provision of services to the Client.

The study, drawing, model, prototype, or any other project created by the Provider at the Client’s request, and accepted and validated by the Client, will automatically become the full and sole property of the Client upon the final payment, as agreed between the Parties. The reproduction and representation rights of the chosen project will automatically be transferred to the Client on the day of full payment.

Studies, drawings, models, prototypes, or any other project not chosen by the Client remain the full and sole property of the Provider. If the Client later wishes to use a project not selected at the end of the Service, the Provider agrees to negotiate, if desired, a transfer of intellectual property rights.

The Client is prohibited from reproducing or exploiting any studies, drawings, models, prototypes, or any other project not accepted, without the prior written consent of the Provider, who may condition such permission on a financial consideration.

The Client guarantees that any document communicated to ERS is free from any third-party rights that would prevent the execution of the Services. The Client irrevocably undertakes to pay, as guarantor, any damages and interests that may be claimed by ERS for the violation of third-party rights due to the execution of the Services.

ERS reserves the right to use or reproduce images, drawings, models, prototypes, photographs, and other materials created for the service performed for the Client on its website or any other media (e.g., flyers) to publicly showcase its expertise.

ARTICLE 9 – Confidentiality Clause

9.1. Terms and Scope

This confidentiality clause applies to all information exchanged between the Provider and the Client related to the execution of the requested service(s). “Information” refers to technical, scientific, industrial, commercial, or any other type of information related to the service provided, in any form. Both the Provider and the Client must take all necessary steps to ensure the confidentiality of any information disclosed during the execution of the service(s).

9.2. Non-Disclosure Agreement (NDA)

Unless otherwise agreed, any information shared by either party under this Contract shall not be disclosed to third parties without prior written consent, except in cases where legal or regulatory obligations require disclosure.

ARTICLE 10 – Force Majeure

10.1. Definition

Neither party shall be held responsible for any failure or delay in the performance of its obligations under this contract due to an event of force majeure. Force majeure is understood to include, but is not limited to, natural disasters, wars, civil unrest, strikes, technical failures, pandemics, government actions, or any other event beyond the reasonable control of the affected party.

10.2. Notification and Consequences

In the event of force majeure, the affected party shall immediately notify the other party in writing, stating the nature of the event, its impact on the performance of the contract, and the estimated duration of the event. The affected party will take all necessary measures to minimize the effects of the force majeure event. If the event continues for a period exceeding 30 days, either party may terminate the contract without penalty, and no compensation will be due to either party.

ARTICLE 11 – Termination of the Contract

11.1. Termination by the Client

The Client may terminate the contract in writing at any time, subject to the following conditions:

• The termination must be communicated to the Provider at least 30 days before the intended termination date.
• The Client will remain liable for any services already rendered and will be required to pay for any work completed up to the termination date.

11.2. Termination by the Provider

The Provider reserves the right to terminate the contract if the Client:

• Fails to make payments in accordance with the agreed terms.
• Breaches any material obligation outlined in the contract and fails to remedy the breach within 15 days of written notice.
• Becomes insolvent or enters into bankruptcy or liquidation.

In the event of termination by the Provider due to the Client’s default, the Client will remain liable for all outstanding payments, and the Provider may retain any deposits paid as compensation for the services rendered.

ARTICLE 12 – Liability

12.1. Scope of Liability

The Provider’s liability is limited to the direct damage caused by a fault or omission in the performance of its obligations under this contract. The Provider will not be liable for any indirect, consequential, or special damages, including but not limited to lost profits, loss of business, or damage to the Client’s reputation.

12.2. Limitation of Liability

The maximum liability of the Provider shall not exceed the total amount paid by the Client for the services under the specific order that gave rise to the claim. The Provider will not be held responsible for any failure to deliver the service due to the Client’s failure to provide accurate or timely information.

ARTICLE 13 – Data Protection

13.1. Personal Data

Both parties agree to comply with applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR) and other relevant local legislation. The Client and the Provider shall ensure that personal data processed in the context of the contract is handled in a secure manner and in accordance with the privacy policies of both parties.

13.2. Data Access and Usage

The Provider may collect and store personal data related to the Client’s orders and requests. The Client has the right to access, correct, or delete their personal data upon request, subject to applicable laws. The Provider will not share personal data with third parties without prior consent unless required by law.

ARTICLE 14 – Dispute Resolution and Jurisdiction

14.1. Mediation

In the event of any dispute arising from the interpretation, execution, or performance of this contract, the parties shall attempt to resolve the dispute amicably through negotiation or mediation before resorting to legal proceedings.

14.2. Jurisdiction

If the dispute cannot be resolved amicably, the parties agree that the dispute will be subject to the exclusive jurisdiction of the courts in the jurisdiction where the Provider’s office is located. The applicable law will be that of the Republic of Moldova.

ARTICLE 15 – Miscellaneous Provisions

15.1. Entire Agreement

These General Terms and Conditions of Sale, together with the specific order form and any amendments or supplements to them, constitute the entire agreement between the parties and supersede any prior agreements or understandings, whether written or oral, relating to the subject matter of this contract.

15.2. Severability

If any provision of this contract is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15.3. Amendments

Any amendments or modifications to this contract must be made in writing and signed by both parties.

ARTICLE 16 – Final Provisions

16.1. The Client declares having read and accepted the present General Terms and Conditions of Sale, and agrees to abide by them when placing an order.

16.2. These terms are subject to change at any time by the Provider, with the new terms becoming effective from the date they are posted on the Provider’s website or communicated to the Client.