GENERAL TERMS AND CONDITIONS OF SALE (GTCS) – VIDEO SERVICES

ARTICLE 1: PURPOSE AND SCOPE These General Terms and Conditions of Sale (GTCS) govern the contractual relationship between Frances Valeux, Morning Production company, hereinafter referred to as "the Provider", and any natural or legal person, hereinafter referred to as "the Client", wishing to benefit from the audiovisual production services offered. Any order implies the full and unreserved acceptance by the Client of these GTCS.

ARTICLE 2: QUOTATION, ORDER PROCESS, AND VALIDATION Each service is subject to a free, personalized quotation sent to the Client.

• 2.1. Quotation: Each service is subject to a free quotation sent by email. The quotation specifies the details of the mission, deadlines, and the net price.

• 2.2. Validity: The quotation is valid for a period of 30 days from its date of issue.

• 2.3. Validation: The order is considered firm and final upon receipt of the quotation signed with the mention "Bon pour accord" (Good for agreement) or after the signature of a service contract, accompanied by the payment of a 30% deposit.

• 2.4. Modification: Any modification of the order requested by the Client after the signature of the quotation will be subject to an amendment or a new quotation if it results in additional work or extra costs.

• 2.5. Delivery and Acceptance: The delivery of services is carried out electronically via the WeTransfer file transfer platform. The download link is sent to the email address provided by the Client during the order.

• 2.6. Responsibility for Downloading: The Client is responsible for downloading and saving the files upon receipt of the WeTransfer link. Given the limited validity period of transfer links (generally 7 days), the Provider shall not be held liable for the expiration of the link if the Client has not proceeded with the download within the time limits. Any resending of files after the link has expired may give rise to additional management fees.

• 2.7. Compliance: From the sending of the download link, the Client has a period of 72 hours to report any technical anomaly or non-compliance with the initial quotation. After this period, the service is considered validated and accepted without reservation.

ARTICLE 3: RATES AND PAYMENT

• 3.1. Pricing: Prices for services are indicated in Euros and are net of tax. The Provider is not subject to VAT, in accordance with Article 293 B of the CGI (French General Tax Code).

• 3.2. Payment Method: Payment for services is made exclusively by bank transfer to the Provider's professional account (IBAN provided when the quotation is sent).

• 3.3. Deposit: A deposit of 30% of the total amount will be required upon signing the order to reserve the filming dates.

• 3.4. Payment Terms: The balance is payable upon receipt of the final invoice and no later than within 15 calendar days.

• 3.5. Retention of Title: The delivery of the final high-resolution files (final version without digital watermark) remains subject to the full payment of the invoice. In the event of non-payment, the Provider reserves the right to suspend delivery or block access to the files.

• 3.6. Late Payment: Any late payment relative to the due date appearing on the invoice will result in the application of late payment penalties. These penalties are calculated on the basis of the total amount (inc. tax) remaining due, at an annual rate of 12.5% (calculated prorata temporis per day of delay).

  For professional clients (B2B): Pursuant to Article L441-10 of the French Commercial Code, a fixed indemnity for recovery costs of €40 is due by right, in addition to late penalties, without a reminder being necessary.

  For individual clients (B2C): Late payment penalties are exigible after the sending of a formal notice that has remained unsuccessful. The fixed indemnity of €40 does not apply to individuals.

ARTICLE 4: MODIFICATIONS AND CANCELLATION BY THE CLIENT OR FRANCES VALEUX (MORNING PRODUCTION)

• 4.1. Cancellation by the Client: In the event of cancellation of the order after signature, the client must imperatively inform Morning Production by registered mail; the deposit paid remains acquired by the Provider as compensation. If the cancellation occurs while the work has already begun, the entire service will be invoiced.

• 4.2. Postponement: Any postponement of filming due to the Client must be notified at least 72 hours in advance, failing which travel expenses or equipment immobilization costs will be invoiced.

  Cancellation or postponement by Frances Valeux (Morning Production):

• 4.3. Lack of Necessary Elements: The Provider reserves the right to cancel or suspend the service if the Client does not provide the necessary elements requested (brief, access to the site, authorizations, source files, logos, etc.) within the agreed deadlines or if safety conditions are not met to ensure quality work. In this case, the deposit may be retained for the preparation time already invested.

• 4.4. Major Impediment (Illness, Equipment, Weather): In the event of a major impediment of the Provider (illness, accident, serious technical breakdown, or weather conditions making filming impossible or dangerous for the equipment), Morning Production undertakes to:

• Inform the Client as soon as possible.

• Propose a new filming date without any additional cost to the Client.

• In the absence of an agreement on a postponement date, the Provider undertakes to refund all sums already paid by the Client (including the deposit).

Note: The Provider's liability is limited to the amount of the service and cannot be engaged for ancillary costs incurred by the Client.

ARTICLE 5: DELIVERY TIMES AND RESPONSIVENESS

• 5.1. Indicative Deadlines: Delivery times (editing, validation versions, final rendering) are specified on the quotation for indicative purposes. They run from the receipt of all necessary elements (brief, logos, rushes, deposits).

• 5.2. Client Responsiveness: The Client agrees to respond to the Provider's requests (validation of stages, editing feedback) within a period of 7 calendar days. Any delay in response from the Client will automatically postpone the final delivery date by a duration at least equivalent to the delay observed.

• 5.3. Provider's Grace Period: In the event of a major impediment beyond their control (illness, heavy technical breakdown, rendering overload), Morning Production has an additional period of 10 working days relative to the date initially planned, without this giving rise to late penalties or the cancellation of the order.

• 5.4. Final Delivery: Delivery is considered completed upon sending the viewing or download link of the final version. In accordance with Article.

• 3.5 "Retention of Title": access to high-resolution files without watermarks remains subject to the full payment of the invoice. Final delivery of files is carried out electronically, via a download link (type WeTransfer or equivalent platform) sent to the Client's email address.

ARTICLE 6: TRANSMISSION OF ELEMENTS AND IT SECURITY

• 6.1. Transmission Procedures: The Client agrees to transmit all elements necessary for the realization of the service (logos, source files, brief documents, etc.) via secure electronic means (email, download link type WeTransfer).

• 6.2. Guarantee of Innocuousness: The Client guarantees that all files transmitted to the Provider (Morning Production) do not contain any IT threats.

• 6.3. Liability in Case of Infection: In the event of damage caused to the IT system, editing software, or equipment of Frances VALEUX (Morning Production) by an infected file originating from the Client, the latter's liability may be engaged. The Client must then compensate the Provider for the costs of restoring the equipment, restoring data, or loss of earnings related to the immobilization of the workstation.

• 6.4. Provision Deadlines: The Client agrees to provide these elements within the deadlines agreed upon during the quotation. Any delay in the transmission of virus-free elements may lead to a proportional postponement of the final delivery date, without the Provider's liability being engaged.

ARTICLE 7: PROGRESS OF THE SERVICE

• 7.1. Provider's Obligations: The Provider undertakes to implement the technical and human resources necessary for the realization of the video in accordance with the quotation.

• 7.2. Client's Obligations: The Client undertakes to provide all necessary information (brief, access to filming locations, authorizations, source files, logos) for the smooth running of the project.

• 7.3. Modifications (Post-production): The rate includes 3 rounds of minor modifications. Any structural or additional modification will be subject to supplementary invoicing.

ARTICLE 8: INTELLECTUAL PROPERTY AND COPYRIGHT

• 8.1. Copyright: The Provider (Morning Production) remains the sole owner of the copyright on their creations.

• 8.2. Transfer of Rights: The transfer of exploitation rights for the video (broadcasting, reproduction) only occurs on the day of full payment of the price by the Client.

• 8.3. Scope: Rights are assigned for social media, website, or internal use supports for an unlimited duration and worldwide. This assignment does not concern the use of the video for television or cinema advertising campaigns, which will be subject to a separate agreement. Any other use (TV, Cinema, Outdoor Public Display) must be subject to written authorization and additional remuneration.

• 8.4. Promotion: Unless otherwise advised in writing by the Client, the Provider reserves the right to use extracts or the entirety of the final video for their own promotion (portfolio, social media, website).

ARTICLE 9: RIGHT TO IMAGE The Client is responsible for obtaining image rights authorizations from the persons filmed or from the owners of private locations during filming. The Provider cannot be held responsible in the event of a dispute relating to image rights.

ARTICLE 10: LIMITATION OF LIABILITY

• 10.1. Force Majeure: Morning Production's liability cannot be engaged in case of force majeure (weather, accident, illness, unpredictable equipment failure) as defined in Article 4.2 "Modifications and cancellation by the client or Frances Valeux (Morning Production)".

• 10.2. Indirect Damages: The Provider's liability is strictly limited to the total amount of the service provided for in the quotation. Under no circumstances can the Provider be held to reimburse ancillary costs incurred by the Client (room rental, third-party providers, loss of earnings, etc.) following a postponement or cancellation.

• 10.3. Data Preservation: The Provider undertakes to keep the source files (rushes) for a period of 6 months after the final delivery, the finished product being kept for 1 year. The Client is responsible for the definitive backup of their files upon receipt. After this period, the Provider's liability cannot be engaged in case of loss or destruction of data.

ARTICLE 11: DISPUTES These GTCS are subject to French law. In the event of a dispute and in the absence of an amicable agreement, the competent court will be that of the Provider's head office.

ARTICLE 12: MEDIATION In accordance with Articles L.612-1 et seq. of the French Consumer Code, the Client has the right to resort free of charge to a consumer mediator for the amicable resolution of any dispute opposing them to Morning Production. The name of the mediator will be communicated to the client upon simple request.