General Terms and Conditions of Sale
These General Terms and Conditions of Sale (GTC) apply to any legal entity or individual (hereinafter “the Client”) who has entered into a quote and/or a Statement of Work (SOW) with the Service Provider.
1. IDENTIFICATION OF THE PARTIES
This agreement is entered into between EPYTOME, whose principal activity is audiovisual strategy consulting and the production of creative works in all formats — primarily video, photography and 3D modelling — for the benefit of professionals seeking to strengthen their commercial visibility, hereinafter referred to as “the Service Provider”, and the Client identified in the quote, hereinafter referred to as “the Client”.
For the purposes hereof, the following terms are defined as follows:
“Client”: the beneficiary of the services provided by the Service Provider. Principally professionals (legal entities), but also, where applicable, individuals.
“Service(s)”: all audiovisual strategy consulting and creative works production services provided to the Client by the Service Provider.
“Quote”: the initial commercial document issued by the Service Provider, setting out the macro scope of the project and the financial terms. Its signature by the Client constitutes a commercial commitment and acceptance of these GTC.
“Statement of Work” (SOW): a detailed project document entered into subsequent to the quote, specifying in particular the project description, deliverables, scope of services, execution schedule, revision cycles, Client commitments, financial terms and any specific terms and conditions. Its signature by the Client constitutes full and unreserved acceptance of these GTC.
2. PURPOSE
These General Terms and Conditions of Sale set out the general terms and conditions governing the audiovisual production, content creation, animation, post-production, consulting and related services performed by the Service Provider for the Client.
Each project is the subject of a quote, supplemented in most cases by a SOW, the signatures of which give effect to these GTC.
3. APPLICATION OF THE GTC
These GTC are accepted by the Client upon signing the SOW, or failing that, upon signing the quote.
Such acceptance is subject to the legal capacity and authority of the signatory. The signatory must be of legal age, legally capable, or acting under legal authority.
Any person signing on behalf of a company is deemed to have the necessary authority to validly bind such company, regardless of their role. By signing the SOW or the quote, the Client expressly waives their right of withdrawal.
4. NATURE OF SERVICES
The Service Provider shall provide the Client with the services described in the quote. Specific details — deliverables, timelines, technical specifications — are set out therein.
Services include, without limitation:
Audiovisual creation consulting / marketing strategy: needs analysis, creative recommendations, content strategy.
Pre-production: project coordination, team management, administrative tasks, casting, location scouting, permits, concept development.
Video production: filming, editing, handling.
Photography: photo shoots.
Drone operations: aerial photography and filming in compliance with DGAC regulations.
Post-production: video editing, colour grading, sound design, photo retouching, export.
The Service Provider reserves the right to make minor adjustments to the services in the event of unforeseen circumstances, in consultation with the Client, while maintaining service quality.
5. DRONE OPERATIONS
In respect of any engagement involving drones, the Service Provider shall strictly comply with the regulations of the Direction Générale de l’Aviation Civile (DGAC). This includes:
Providing at least 5 business days’ notice for urban flights in order to obtain the necessary authorisations;
Obtaining written consent from landowners for flights over private property;
Complying with altitude and distance restrictions according to the environment;
Suspending flights in dangerous weather conditions;
Respecting image rights where identifiable individuals are visible.
The Client undertakes to provide the information necessary to enable safe and compliant flight planning.
6. CONTRACTUAL PROCESSES AND BOOKINGS
Booking follows initial contact via epytome.fr/contact or other agreed means. Each project is individually priced and subject to the Service Provider’s availability.
In certain cases, two calls (video or telephone) are arranged prior to the issuance of the quote: a first for needs assessment, a second for the presentation of the proposal. Services commence upon signature of the quote by the Client, subject to receipt of the deposit set out in Article 9.
7. AMENDMENTS
The quote covers only the services explicitly agreed upon. Any change in scope requires written agreement between the parties and may result in revised timelines and/or pricing.
8. REVISION CYCLES
Each production includes 2 revision cycles to ensure optimal quality while respecting the agreed schedule and process.
First cycle: The Client may request all necessary revisions, provided they comply with the agreements established during the contractual and pre-production phases (script, storyboard, service description, etc.).
Second cycle: The Client may only submit requests regarding elements revised during the first cycle.
A minimum lead time of 3 business days applies between receipt of the Client’s validated feedback and delivery by the Service Provider of the revised version.
9. FINANCIAL TERMS
Reference: The financial terms applicable to each project are defined in the quote.
Payment terms: Unless otherwise provided in the quote:
A non-refundable deposit of 50% upon signing of the quote;
The commencement of Services — including any pre-production, scoping, planning, resource booking or kick-off meeting phase — is strictly conditional upon the Service Provider’s actual receipt of this deposit. No resources shall be mobilised and no execution timeline shall begin to run until said deposit has been received in full;
Balance of 50% within 30 days of the invoice date, the invoice being issued upon delivery of the final deliverables.
Conditional delivery: For projects with a pre-tax value below €5,000 (excl. VAT), the balance is due prior to the transmission of access to the final deliverables. The Service Provider shall not be required to deliver the final files or exports prior to receipt of payment in full.
Late payment: Any late payment may result in the application of statutory late payment penalties. The Service Provider may suspend the performance of services in the event of late payment.
Cancellation by the Client: The 50% deposit paid upon signing is retained by right by the Service Provider. If production has commenced, full payment is due regardless of the reason for cancellation.
All prices communicated by the Service Provider are expressed exclusive of VAT, unless otherwise stated.
10. DELIVERY FORMAT
Photos are delivered in .jpeg format. Videos are delivered in .mov or .mp4 format. Raw footage (rushes) may be acquired separately under the conditions set out in Article 14.
11. SERVICE PROVIDER’S OBLIGATIONS
The Service Provider undertakes to perform its services with diligence and professionalism, and to deliver content that is of high quality, lawful and non-defamatory.
The Service Provider is bound by a best efforts obligation and not an obligation to achieve a specific result. No guarantee is given as to the commercial, marketing or financial performance of the deliverables produced.
12. CLIENT’S OBLIGATIONS
Commitments: The Client undertakes to:
Provide the information necessary for the performance of the services;
Designate a dedicated point of contact;
Validate the elements submitted within the agreed timeframes;
Actively cooperate in the smooth running of the projects.
Liability: The Service Provider shall not be held liable for delays resulting from a failure to cooperate on the part of the Client.
Standby fee: Any postponement exceeding fifteen (15) business days attributable to the Client following validation of the production schedule shall result in the invoicing of a lump-sum standby fee equal to ten percent (10%) of the total SOW value per commenced thirty (30) calendar day period of postponement.
13. IMAGE RIGHTS
Each party is responsible for obtaining signed authorisations in respect of the image rights of identifiable individuals associated with it who are filmed or photographed in the course of the Services.
The Client is responsible for obtaining authorisations from any person present within the context of an event or setting that it organises or controls — employees, representatives, speakers, participants or audience members; the Service Provider is responsible for those of the resources it mobilises on its side.
14. INTELLECTUAL PROPERTY
Elements provided by the Client
All elements submitted by the Client remain the Client’s exclusive property.
Pre-existing elements of the Service Provider
The Service Provider’s methods, tools, templates, processes, asset libraries, know-how and, more generally, any element developed or owned by the Service Provider prior to the project shall remain the Service Provider’s exclusive property.
Assignment of economic rights in the final deliverables
Subject to full payment of all amounts due under the relevant SOW, the Service Provider assigns to the Client all economic rights relating to the final deliverables, namely:
The right of reproduction, on all media, whether existing or future;
The right of public performance and communication to the public;
The right of adaptation, modification and translation;
The right of distribution.
This assignment is granted on a worldwide basis and for the full legal term of protection of the works. The Client is free to exploit the deliverables without any obligation to credit the Service Provider.
Source files
Unless otherwise provided in the SOW, source files, editing projects and working files remain the exclusive property of the Service Provider. Their potential assignment may be the subject of an additional service.
Raw production files (RAWs)
The Service Provider retains exclusive ownership of all raw production files, hereinafter referred to as “RAW Files”, including in particular video rushes, raw audio recordings, project files, source elements and any other unfinished element created or used in the course of performing the services.
Unless expressly provided otherwise in the applicable SOW, RAW Files are not included in the deliverables and are not subject to any assignment or delivery to the Client.
The Client may request the acquisition of all or part of the RAW Files. Such request must be expressly stipulated in the relevant SOW or in a subsequent written agreement between the Parties, specifying the elements concerned, the applicable financial terms and the scope of the rights transferred.
15. PUBLICITY RIGHTS AND COMMERCIAL REFERENCES
The Service Provider retains the non-exclusive right to use, reproduce, display and distribute the final deliverables, as well as the Client’s name, brand and distinctive signs, strictly for the purposes of commercial reference, institutional communication, prospecting, promotion of its services, responding to calls for tender or building a portfolio, on any medium and on a worldwide basis.
The Service Provider retains the right to make no use that could harm the Client’s image, reputation or legitimate interests.
The Client may request in writing that certain deliverables or certain information remain confidential. In such case, the Parties shall define by mutual agreement the limitations applicable to their use as commercial references.
16. CONFIDENTIALITY
Each Party undertakes to keep strictly confidential any non-public information communicated by the other Party in the context of their commercial relationship. This obligation shall survive the termination of the agreement.
17. ACCIDENTAL DATA LOSS
In the event of accidental data loss beyond the Service Provider’s control, an equivalent session or service shall be offered to the Client.
18. FILE RETENTION
Delivered files are retained for 3 months from the date of delivery.
Working files are retained for 1 month from the date of delivery.
Optional extended storage of one year is available for €500 (excl. VAT).
19. RELATIONSHIP BETWEEN THE PARTIES
The parties act independently. These GTC do not create between them any relationship of subordination, any employment relationship, any joint venture or any comparable structure.
20. FORCE MAJEURE
Neither Party shall be held liable for the non-performance of its obligations due to a force majeure event within the meaning of French law, including in the event of serious illness or incapacity of the Service Provider. Efforts will be made to reschedule the services or to propose a qualified replacement service provider.
21. LIMITATION OF LIABILITY
The Service Provider’s total liability in respect of a given project is limited to the amount actually paid by the Client under the relevant SOW.
The Service Provider shall under no circumstances be held liable for indirect damages, loss of business, loss of revenue, loss of opportunity or intangible losses.
22. TERM
The agreement takes effect upon signature of the SOW by the Client and remains in force until the completion of all agreed services and full payment of all amounts due.
23. ORDER OF PRECEDENCE
Order of precedence in the event of any conflict between the contractual documents:
Statement of Work (SOW)
Quote
General Terms and Conditions of Sale (GTC)
24. GOVERNING LAW AND JURISDICTION
These GTC are governed by French law. Any dispute relating to their interpretation, performance or termination falls within the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris).
The Service Provider reserves the right to assign this agreement to the company Marilean, currently in the process of formation, with effect from its registration with the Trade and Companies Register (Registre du Commerce et des Sociétés). Such assignment shall entail the transfer of all of the Service Provider’s rights and obligations hereunder. The Client hereby consents in advance to said assignment, in accordance with article 1216 of the French Civil Code (Code civil). The Service Provider undertakes to notify the Client of the effective date of the transfer.
