Terms of Sale.

Whereas the Provider operates in art direction, branding, interface design, custom web development, AI integrations, search engine optimisation and generative engine optimisation (SEO and GEO), e-commerce and application maintenance; whereas the Client wishes to entrust the Provider with the performance of one or more services in the aforementioned fields; whereas the Parties intend to define the general terms governing their contractual relations in accordance with applicable law and industry practice; it has been agreed and stipulated as follows.

1. 01

   Purpose and definitions

   1.1Purpose. These general terms of sale ("GTS") govern any service provided by the Provider to the Client, as described in the Quote signed by the Parties.

   1.2Definitions. For the purposes of this agreement, the following terms, whether singular or plural, have the following meaning: "Provider" means Studjoow, represented by John Houzi, with headquarters in Tel-Aviv (Israel); "Client" means any natural or legal person signing the Quote; "Parties" means the Provider and the Client collectively; "Quote" means the commercial, technical and financial proposal issued by the Provider and accepted by the Client; "Services" means the services ordered under the Quote; "Deliverables" means all tangible and intangible items handed over to the Client in performance of the Quote.

   1.3Hierarchy of documents. In the event of contradiction, the contractual documents prevail in the following order: the signed Quote, these GTS, and any subsequent correspondence expressly accepted by both Parties.

   1.4Electronic signature. The electronic signature of the Quote by the Client, performed by typing the full name, timestamping, and capturing the IP address and user-agent, constitutes a simple electronic signature within the meaning of EU regulation no. 910/2014 ("eIDAS"). It is deemed full acceptance of the Quote and these GTS.

2. 02

   Mutual undertakings

   2.1Provider undertakings. The Provider undertakes to perform the Services in accordance with industry standards, professional usage and the Client’s instructions as formalised at the Quote stage. It delivers original Deliverables developed specifically for the Client and shall not copy, duplicate or publish any element entrusted by the Client, except for references shown in its portfolio, unless requested otherwise in writing.

   2.2Client undertakings. The Client undertakes to transmit, within the agreed deadlines, all elements necessary for the proper performance of the Services, including written content, graphic assets, technical access and intermediate validations. The Client warrants that it holds all rights pertaining to the content it provides and bears sole responsibility for it.

   2.3Consequences of Client delay. Any delay attributable to the Client in the transmission of elements or in the validation of intermediate steps automatically entails a corresponding shift of delivery deadlines, without engaging the Provider’s liability.

3. 03

   Quote validity and entry into force

   3.1Validity. Unless otherwise stated in the Quote, it remains valid for thirty (30) days from its issue date. After this period, the Provider reserves the right to revise the amount, scope or timeline.

   3.2Entry into force. The contract enters into force on the date of electronic signature of the Quote and remains in force until final delivery of the Services, subject to the specific provisions of article 4 below.

   3.3Termination by the Client. The Client may, at any time and by written notification, waive the continuation of the Services. In such case, the Client remains liable for full payment of the work performed and committed at the date of notification, including non-recoverable third-party costs (software licences, image rights, prepaid hosting).

4. 04

   Price, payment terms and default

   4.1Price. The price of the Services is set out in the Quote. Unless otherwise stated, amounts are exclusive of tax. In accordance with article 293 B of the French General Tax Code, VAT is not applicable.

   4.2Payment terms. The Client pays the price according to one of the options offered in the Quote: full payment at signature; payment in two instalments (50% at signature, 50% upon delivery); payment in three instalments (30% at signature, 30% mid-project, 40% upon delivery); or any other schedule agreed between the Parties.

   4.3Payment methods. Payments are made by credit card or SEPA direct debit via the Stripe Payments Europe platform, or by bank transfer. No additional fees are charged to the Client by the Provider.

   4.4Recurring debit mandate. For instalment payments, the Client expressly authorises the Provider, via the Stripe platform, to register the payment instrument used at signature for the automatic debiting of subsequent instalments on the dates indicated in the payment schedule. This mandate constitutes a Merchant Initiated Transaction (MIT) within the meaning of EU directive 2015/2366 ("PSD2"). Each debit triggers a receipt sent to the Client electronically.

   4.5Commencement of Services. The Provider begins work upon effective collection of the first payment.

   4.6Failed debit. In the event of a failed debit (expired card, insufficient funds, opposition), Stripe automatically retries up to three times over a maximum period of twenty-one (21) days. At the end of this period, the Client is notified electronically and has seven (7) days to regularise.

   4.7Late payment. Any unpaid sum on its due date bears interest, by operation of law and without prior notice, at the legal interest rate plus ten (10) points, together with a flat-rate indemnity for recovery costs of forty (40) euros, in accordance with articles L441-10 and D441-5 of the French Commercial Code. The Provider may suspend performance of the Services until full payment.

5. 05

   AI integrations and recurring services

   5.1Scope. AI Services include, without limitation, prompt engineering, design and deployment of conversational agents, integration of third-party APIs (notably Anthropic, OpenAI, Mistral, Google and Perplexity), and the implementation of Retrieval-Augmented Generation ("RAG") systems and structured knowledge bases.

   5.2Ownership and licence. Custom prompts, agents and knowledge bases developed at the Client’s request are transferred to the Client at the end of the engagement, under the conditions of article 6. The underlying language models, APIs and infrastructures remain the exclusive property of their providers and are used under licence. Usage costs charged by these providers beyond the Quote scope remain borne by the Client.

   5.3Limitation of warranty on generated content. The Provider cannot be held liable for content generated by third-party AI systems, including any hallucination, bias, inaccuracy or inappropriate content. The Client retains sole responsibility for validating and publishing the generated content.

   5.4Dependency on third-party providers. In the event of prolonged unavailability, unilateral modification of usage conditions, or withdrawal of a third-party AI service, the Provider will propose an equivalent alternative to the Client. Any required migration is subject to a separately quoted addendum, requiring the Client’s express acceptance.

   5.5Recurring services. Recurring Services (monthly SEO, application maintenance, hosting) are provided under a separate subscription, billed monthly or quarterly, and terminable by either Party with thirty (30) days’ notice.

   5.6Best-efforts obligation. For SEO and GEO, the Provider is bound by a best-efforts obligation and not a result obligation regarding positions achieved on search engines and generative systems (notably Google, Google AI Overviews, ChatGPT, Perplexity and others).

6. 06

   Intellectual property and transfer of rights

   6.1Transfer upon full payment. Upon receipt of full and final payment, the Provider transfers to the Client, exclusively and worldwide, for the legal duration of protection, all economic rights over the original Deliverables developed specifically for the Client, including rights of reproduction, representation, adaptation and modification.

   6.2Excluded elements. Expressly excluded from the transfer and remaining the exclusive property of the Provider: its methodology, know-how, internal tools, libraries of generic components and base templates. Open-source software components used (notably Next.js, React, Tailwind CSS and Payload CMS) remain governed by their respective licences.

   6.3Intermediate source files. The supply of intermediate source files (notably native Photoshop and Figma files, exports prior to production) constitutes a separate service, billed separately upon Client request.

   6.4Right of reference. The Client authorises the Provider to mention the collaboration, by quoting the Client’s name and reproducing the Deliverables, in its portfolio and commercial communications. This authorisation may be revoked in writing at any time.

7. 07

   Personal data and confidentiality

   7.1Capacity of the Parties. In the context of the Services, the Provider acts as a processor within the meaning of EU regulation 2016/679 ("GDPR") when accessing personal data entrusted by the Client.

   7.2Sub-processors. The Provider relies on documented sub-processors, including notably Vercel Inc. and Supabase Inc. (hosting and database), Stripe Payments Europe (payments), Resend (transactional emails), Anthropic, OpenAI and Mistral (AI services), Google Analytics and Search Console (audience measurement). An up-to-date list is available to the Client upon request.

   7.3Retention. Client-related data (quotes, invoices, exchanges) is kept for ten (10) years from the end of the engagement, in accordance with applicable accounting and tax obligations, then destroyed.

   7.4Exercise of rights. The Client may exercise its rights of access, rectification, erasure, restriction, objection and portability by email sent to hello@studjoow.com.

   7.5Confidentiality. Each Party undertakes to keep strictly confidential all strategic, commercial or technical information of which it may become aware during performance of the contract, for the duration thereof and for five (5) years following its termination.

8. 08

   Liability, warranties and force majeure

   8.1Limitation of liability. The Provider’s liability, all causes combined, is expressly limited to the amount excluding tax actually paid by the Client for the Services giving rise to the damage. The Provider shall in no case be liable for indirect, intangible or consequential damages, including loss of revenue, loss of clientele or reputational harm.

   8.2Warranty of conformity. The Provider warrants the conformity of the Deliverables to the specifications agreed in the Quote for a period of thirty (30) days following final delivery. Any anomaly reported during this period will be corrected at no additional cost.

   8.3Retention of sources. The Provider does not guarantee retention of source files beyond twelve (12) months following final delivery of the Deliverables.

   8.4Force majeure. Neither Party shall be held liable for non-performance or delayed performance of any of its contractual obligations attributable to a case of force majeure within the meaning of article 1218 of the French Civil Code.

9. 09

   Modifications, subcontracting and correspondence

   9.1Scope modifications. Any modification of the initial scope of the Quote is subject to a separately quoted addendum, requiring the express acceptance of both Parties prior to its implementation.

   9.2Subcontracting. The Provider may entrust all or part of the performance of the Services to a qualified subcontractor, with prior notice to the Client. The Provider remains in any event solely responsible for proper performance of the Services towards the Client.

   9.3Correspondence. Correspondence between the Parties takes place electronically, at hello@studjoow.com for the Provider and at the address provided by the Client in the Quote. Any registered mail addressed to one of the Parties at the stated address is deemed received within seventy-two (72) hours of dispatch; an email is deemed received on the business day following dispatch.

10. 10

    Governing law and jurisdiction

    10.1Attempt at amicable resolution. In the event of a dispute concerning the interpretation, performance or termination of the contract, the Parties undertake to seek in good faith an amicable solution prior to any litigation.

    10.2Competent jurisdiction. Failing amicable resolution within thirty (30) days from written notification of the dispute, exclusive jurisdiction is granted to the courts of Tel-Aviv (Israel), notwithstanding plurality of defendants or third-party claims.