Terms of Service

These General Terms and Conditions of Sale (the "GTCS") govern the services provided by EURL Indris Studio, with share capital of 1,000 euros, whose registered office is located at 200 rue de la Croix Nivert, 75015 Paris, registered with the Paris Trade and Companies Register under number 101 367 274, and whose intra-Community VAT number is FR 44101367274 (the "Service Provider"), to any professional client (the "Client").

They apply to any order concluded with the Service Provider, notwithstanding any contrary provision appearing in the Client's documents, unless expressly accepted in writing by the Service Provider.

The Client declares that it has read these GTCS and accepts them without reservation when validating an order, accepting a quote, or using any other method of contract formation proposed by the Service Provider, including through the indris.studio web application.

These GTCS are drafted in French. They may be translated into one or more foreign languages. In the event of any discrepancy of interpretation or contradiction between the French version and any translated version, only the French version shall be authoritative.

The Service Provider offers professionals architectural visualization services consisting of the creation of visual deliverables, whether still or animated, including images, perspectives, films, video sequences, or any other rendering expressly agreed upon at the time of the order.

The services are performed on the basis of the materials provided by the Client, including plans, facade drawings, sections, elevations, 3D files, PDF documents, visual references, and, more generally, any document or information useful for the performance of the order.

It is expressly agreed that the services are AI-assisted services with substantial human intervention. The Service Provider may use generative artificial intelligence tools as technical assistance. The deliverables are nevertheless subject to significant human intervention, including analysis of the submitted materials, data preparation, prompt engineering, visual adjustments, any 3D retouching, and quality control before delivery.

Unless expressly stipulated otherwise, the service includes only the creation and delivery of the agreed final deliverables. It does not include architectural design, modification of the Client's project, or the delivery of source files, working scenes, native files, prompts, intermediate versions, or preparatory materials.

The nature, number, format, resolution, and characteristics of the deliverables are defined in the quote, the validated order, or any contractual document accepted by the Service Provider.

The Client provides the Service Provider, through the secure indris.studio web application or by any other agreed means, with all materials necessary for the performance of the service.

The order shall be considered firm and final only after express acceptance by the Service Provider, evidenced by the issuance of an accepted quote, validation in the application, or any other written confirmation from the Service Provider.

The Client undertakes to provide materials that are complete, usable, lawful, and consistent with the purpose of the service. The Service Provider reserves the right to refuse, suspend, or defer the performance of any order in the event of manifestly unlawful content, or unusable, incomplete, corrupted, or technically unsuitable data for the requested deliverables.

The performance and delivery deadlines are indicated in the quote, the validated order, or any contractual document accepted by the Service Provider. These deadlines run from the Service Provider's receipt of all materials necessary for performance of the service. The Service Provider is subject to an obligation of means.

Unless expressly stipulated otherwise, each order includes two rounds of corrections on the deliverables provided. Any request exceeding this number, or involving a substantial change to the initial brief, the project, the framing, the atmosphere, the modeling, or the validated choices, may result in additional billing and, where applicable, an additional deadline.

The Client has a period of five (5) business days from the date an intermediate or final deliverable is made available to submit correction requests or comments. If no response is received within that period, the relevant deliverable may be deemed tacitly approved for the stage concerned, and the Service Provider may continue performing the order, proceed with final delivery, or close the service.

Any late correction or validation request from the Client shall, where necessary, result in an equivalent or reasonable postponement of the delivery deadlines, without the Service Provider incurring liability on that basis.

The services are provided at the rates in force on the date the order is accepted, as indicated in the quote, the order validated in the application, or any contractual document issued by the Service Provider.

Prices are expressed in euros and are exclusive of taxes. Value-added tax (VAT) applicable on the invoice date is added in addition.

Unless expressly stipulated otherwise, prices are determined according to the nature of the service, the number of deliverables ordered, the complexity level of the project, the materials provided by the Client, the requested deadlines, and, where applicable, the number of included revisions.

Unless otherwise expressly accepted by the Service Provider, no discount is granted for early payment.

The Service Provider reserves the right to request payment of a deposit upon ordering. The amount and terms of this deposit are specified in the quote, the order, or any contractual document accepted by the Client.

When the service is performed in phases, the Service Provider may provide for milestone billing according to the terms defined in the quote, the order, or any contractual document accepted by the Client.

Unless expressly stipulated otherwise, invoices are payable by bank transfer within thirty (30) days from their issue date.

In the event of a deposit, performance of the order shall begin only once the Service Provider has actually received it, unless expressly agreed otherwise.

In the event of milestone billing, each payment installment becomes due according to the schedule or progress status agreed between the parties.

The Service Provider reserves the right to make delivery of the final deliverables, including high-definition deliverables, conditional upon full and effective payment of all amounts due for the relevant order.

In the event of total or partial non-payment by the due date, the Service Provider may suspend performance of the service, defer any current or future delivery, or refuse any new order from the Client, without prejudice to any other available remedy.

Any late payment shall automatically and without prior formal notice make late-payment penalties payable, calculated at a rate equal to three (3) times the statutory interest rate in force, from the day following the due date shown on the invoice until full payment of the amounts due.

In accordance with Article L. 441-10 of the French Commercial Code, any late payment shall also automatically result in the application of a fixed indemnity for recovery costs in the amount of forty (40) euros per unpaid or late-paid invoice. Where the recovery costs actually incurred exceed this amount, the Service Provider reserves the right to request additional compensation upon proof.

In addition, in the event of late payment or non-payment, all outstanding amounts owed by the Client shall become immediately due, without prejudice to the Service Provider's right to suspend its services or deliveries under the conditions set out in Article 4.

The materials, data, documents, plans, models, 3D files, photographs, visual references, distinctive signs, and, more generally, any content transmitted by the Client for the purposes of the service remain the exclusive property of the Client or their respective rights holders. The Client warrants that it has all rights, authorizations, and licenses necessary for their transmission and use in connection with the order.

The Service Provider remains the sole holder of all rights in its methods, tools, know-how, processes, libraries, templates, workflows, prompts, source files, working scenes, native files, intermediate versions, and, more generally, all technical or preparatory materials used or created in connection with performance of the service.

Subject to full payment of the amounts due for the order, the Service Provider grants the Client, to the extent of the rights held by the Service Provider, a right to use the final deliverables provided in connection with the service, worldwide, for the statutory term of protection applicable and on all media, for the purposes of presentation, communication, promotion, marketing, and exploitation of the project that is the subject of the order.

Unless expressly stipulated otherwise, this right of use applies exclusively to the final deliverables delivered to the Client and does not entail any assignment or delivery of source files, native files, working scenes, prompts, intermediate versions, or preparatory materials.

The Service Provider does not guarantee that the deliverables benefit, in whole or in part, from copyright protection, nor that they are absolutely exclusive, in particular when they are created with the assistance of generative artificial intelligence tools.

Unless the Client objects in writing, unless a specific confidentiality commitment applies, and unless the project has not yet been publicly disclosed by the Client, the Service Provider may refer to the completed service as a commercial reference and present the final deliverables on its communication materials and in its portfolio. This right excludes any disclosure of source documents, preparatory materials, confidential information, or any content not made public by the Client.

The Service Provider undertakes not to use the Client's data, project documents, or deliverables to train artificial intelligence models, unless the Client has given prior written consent.

7.1 Confidentiality

Each party undertakes to keep strictly confidential all information, documents, data, files, technical, commercial, financial, or contractual materials, and, more generally, any item of any nature whatsoever, exchanged or brought to its attention in connection with the order and not made public by the party disclosing them.

Each party undertakes to use confidential information only for the purposes of performing the order and to disclose it only to persons who need to know it for such performance, provided that those persons are themselves bound by an appropriate confidentiality obligation.

Information shall not be considered confidential if it:

• was already known to the receiving party before its disclosure;
• was already public at the time of disclosure or becomes public afterwards without fault of the receiving party;
• was lawfully obtained from a third party not bound by a confidentiality obligation;
• must be disclosed pursuant to a legal or regulatory obligation or a request from a competent authority.

The confidentiality obligation applies throughout the contractual relationship and for a period of five (5) years from its expiry or termination, for any reason whatsoever, unless a more restrictive specific provision or separate confidentiality undertaking applies.

7.2 Personal Data

For the management of the commercial relationship, order placement, performance of services, invoicing, client follow-up, security of the application, and access management, the Service Provider may process personal data concerning the Client's contacts, including their surname, first name, professional email address, professional contact details, role, company, and, where applicable, login data.

For these processing operations, the Service Provider acts as data controller. The processing is based, as applicable, on performance of the contract, compliance with the Service Provider's legal obligations, and its legitimate interest in managing its business, securing its services, and monitoring the commercial relationship. The data is intended only for the Service Provider's authorized personnel and for its technical subcontractors involved solely for the purposes of performing the service, within the limits of their respective duties.

Personal data is retained for the period strictly necessary to manage the contractual relationship, then archived for the periods required by applicable regulations or for the period necessary to defend the Service Provider's rights.

Any data subject has, under the conditions provided by applicable regulations, a right of access, rectification, erasure, restriction of processing, and portability of their data, as well as, where applicable, a right to object. They also have the right to lodge a complaint with the French Data Protection Authority (CNIL). Requests may be sent to the Service Provider at privacy@indris.studio.

Where the materials or files transmitted by the Client in connection with the order contain personal data for which the Client determines the purposes and means of processing, the Service Provider acts, solely for the operations necessary to perform the service, as the Client's processor within the meaning of applicable regulations.

In that case, the Service Provider undertakes to process personal data only on the Client's documented instructions, not to use it for its own account, to implement appropriate security measures, to impose confidentiality obligations on persons authorized to process it, and to assist the Client to the extent required by applicable regulations. The parties' respective obligations for this processing may, if necessary, be specified or supplemented in a data processing addendum, a data processing agreement, or any other contractual document compliant with Article 28 of the GDPR.

The Service Provider implements appropriate technical and organizational measures designed to preserve the security, integrity, and confidentiality of the personal data processed.

The Service Provider is subject to an obligation of means in the performance of its services.

The Service Provider may be held liable only for direct, personal, certain, and foreseeable damage suffered by the Client as a result of a proven breach by the Service Provider of its contractual obligations.

Under no circumstances may the Service Provider be held liable for indirect or intangible damage suffered by the Client, including loss of operations, loss of revenue, loss of customers, loss of opportunity, loss of data, loss of image, commercial damage, or lost profits.

The Service Provider also may not be held liable for consequences resulting from:

• information, documents, files, instructions, or validations provided by the Client where they are inaccurate, incomplete, late, unlawful, or unusable;
• use of the deliverables by the Client or by a third party under conditions that do not comply with their intended purpose or with the contractual provisions;
• modifications, adaptations, or reuse of the deliverables carried out without the Service Provider's agreement;
• an act attributable to the Client, a third party, or a third-party technical provider.

In any event, unless a contrary mandatory legal provision applies, the Service Provider's total liability, for all causes of damage combined, is expressly limited to the amount excluding taxes actually paid by the Client for the order giving rise to the damage.

This clause does not apply in the event of fraud or gross negligence by the Service Provider and may not have the effect of depriving the Service Provider's essential obligation of its substance.

Neither party may be held liable for failure to perform any of its contractual obligations if such failure results from a force majeure event within the meaning of Article 1218 of the French Civil Code, namely an event beyond its control, which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures.

Such an event may include, provided that the legal conditions for force majeure are met, the major unavailability of a technical provider or third-party infrastructure essential to performance of the service, such as an outage affecting a hosting, storage, computing, delivery, or electronic communication service outside the Service Provider's reasonable control.

The party invoking force majeure shall inform the other party as soon as possible and, to the extent possible, provide any useful information on the nature of the event and its foreseeable duration.

If the impediment is temporary, performance of the affected obligations shall be suspended for the duration of the impediment, unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract may be terminated automatically, without compensation by either party, under the conditions provided by law.

These GTCS and the transactions arising from them are governed by French law.

In the event of a dispute relating to the validity, interpretation, performance, or termination of these GTCS or any order concluded under them, the parties shall endeavor to find an amicable solution.

Failing amicable resolution, exclusive jurisdiction is granted to the courts having subject-matter jurisdiction within the jurisdiction of the Paris Court of Appeal.