Terms and conditions
of sale.

Purpose and scope

These Terms and Conditions of Sale form, in accordance with Article L. 441-1 of the French Commercial Code, the sole basis of the commercial relationship between Luminaverse, a sole proprietorship operated by Juliette Nanchino (“Luminaverse”), and its counterparty (the “Client”).

They govern all services provided by Luminaverse, including art direction, AI-assisted visual creation, retouching, motion design and multi-format adaptations, delivered under the Core, Vision, Scale, Bespoke and Lumi Continu offers.

Placing an order constitutes full and unreserved acceptance of these terms. They prevail over any of the Client's purchasing terms, save for a written agreement to the contrary signed by Luminaverse.

Luminaverse reserves the right to amend these terms at any time. The applicable version is the one in force on the date the quotation is accepted.

Definitions

For the purposes of these terms, the following words have the meanings set out below.

• Deliverables — the final files supplied to the Client in the formats agreed in the quotation, including PNG, JPG and MP4.
• Source files — working files, projects, layers, scenes, prompts, workflows and parameters used to produce the Deliverables.
• Video credits — production units agreed in the quotation, expressed as loops, adaptations or masters.
• Brief — the scoping document approved by both parties, defining the scope of the engagement.
• Final approval — the Client's written sign-off closing production.

Quotations, orders and formation of contract

Quotations issued by Luminaverse are valid for thirty (30) days from their date of issue. After that period they lapse automatically.

The contract is formed, and the order becomes firm and final, upon Luminaverse receiving both of the following:

• the quotation signed by the Client, electronic signature being expressly accepted between the parties as equivalent to a handwritten signature;
• the first instalment provided for in article 04.

The scope of the engagement is strictly that described in the quotation and the Brief. Any request beyond that scope is subject to a supplementary quotation and does not suspend the order in progress.

Prices, invoicing and payment

Prices are expressed in euros, excluding tax. Luminaverse benefits from the VAT exemption scheme provided for in Article 293 B of the French General Tax Code: VAT is neither applicable, nor invoiced, nor recoverable.

Payment schedule

Unless otherwise stated in the quotation, fifty per cent (50%) of the price is payable on order and fifty per cent (50%) on delivery. Payment is made by bank transfer.

Late payment

In accordance with Article L. 441-10 of the French Commercial Code, any late payment automatically gives rise, without prior formal notice, to:

• interest calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, and in any event no less than three times the French statutory interest rate;
• a fixed recovery indemnity of forty (40) euros, without prejudice to further compensation upon evidence.

No early-payment discount is granted.

Suspension and retention of title

In the event of non-payment on the due date, Luminaverse may suspend performance of ongoing services eight (8) days after formal notice has remained without effect, without such suspension giving rise to any compensation for the Client.

The grant of the licence set out in article 08 is expressly conditional upon payment of the price in full. Any use of the Deliverables before full payment constitutes infringement.

Timelines, approvals and revisions

Timelines run from written approval of the Brief and receipt of all materials referred to in article 10. They are indicative and do not constitute an obligation of result.

The schedule is automatically suspended while awaiting the Client's feedback. The Client has twenty-four (24) to forty-eight (48) working hours to provide feedback. Failing a response within seven (7) working days, the relevant stage is deemed approved.

Revisions included

• Core — two (2) rounds of revisions
• Vision — two (2) to three (3) rounds of revisions
• Scale — three (3) rounds of revisions

Additional revisions

• Still image — €300 per round
• Video — €600 per round

The Client's feedback must be consolidated, written and unambiguous. Contradictory or fragmented requests may be counted as separate rounds.

Final approval definitively closes production. Any subsequent change is subject to a new quotation.

Deliverables, source files and archiving

Deliverables comprise the final files in the formats set out in the quotation, including 1:1, 4:5, 9:16 and 16:9 ratios where included.

Source files remain the exclusive property of Luminaverse and are not supplied to the Client. They may be bought out separately under the conditions of article 09.

Luminaverse retains the Deliverables for twelve (12) months from delivery. Beyond that period, no obligation to retain or supply them subsists. It is for the Client to archive the Deliverables supplied to it.

Use of artificial intelligence

The Client acknowledges and expressly accepts that the Deliverables are produced using generative artificial intelligence systems, operated under human art direction.

Luminaverse uses exclusively tools whose terms of use permit commercial exploitation of the content produced, and retains a record of production parameters.

No warranty of protectability

The Client is informed that, under French and European law as it currently stands, content generated by an artificial intelligence system without characterised human creative input may not qualify for copyright protection. Luminaverse gives no warranty as to the protectability of the Deliverables under Book I of the French Intellectual Property Code.

No warranty of uniqueness

Given the nature of the technologies used, Luminaverse warrants neither the uniqueness of the Deliverables nor the absence of similarity with content produced by third parties using comparable tools. This absence of warranty shall not constitute a breach of contract.

The Client's transparency obligations

The Client is solely responsible for complying with the disclosure and marking obligations incumbent upon it when it publishes content generated or manipulated by artificial intelligence, in particular under Regulation (EU) 2024/1689 of 13 June 2024. Luminaverse supplies on request the technical information required for such compliance.

The Client's data

Materials provided by the Client are used solely for the purpose of performing the engagement. They are neither transferred nor contributed to third-party model training datasets without the Client's prior written consent.

Intellectual property and licence of use

Subject to payment of the price in full, Luminaverse grants the Client a non-exclusive licence to use the Deliverables:

• worldwide in territorial scope;
• limited to digital media: websites and social media accounts owned or operated by the Client;
• for a term of twelve (12) months from delivery.

Exclusions

The following are expressly excluded from the licence, unless an extension is purchased under article 09:

• print, out-of-home and any physical medium;
• paid media campaigns beyond the thresholds set out in article 09;
• distribution, assignment or sub-licensing to third parties, including affiliated companies;
• exploitation of the Source files.

Prohibitions

Any modification, adaptation, substantial recropping, partial reuse or transformation of the Deliverables requires Luminaverse's prior written consent.

It is strictly prohibited to use the Deliverables, in whole or in part, to train, fine-tune, feed or develop any artificial intelligence system, without Luminaverse's prior written authorisation.

Luminaverse's methods, workflows, prompts, pipelines and creative processes constitute confidential information and protected know-how. They may not be reproduced, disclosed or exploited by the Client.

Moral rights

In accordance with Article L. 121-1 of the French Intellectual Property Code, Luminaverse retains the right to respect for its name and its work. The Client undertakes not to distort the Deliverables.

Licence extensions

The extensions below are indicative and expressed as a percentage of the price of the initial engagement. Each is subject to a specific quotation.

Extended, perpetual or exclusive licences may be granted upon quotation. Any exploitation beyond the licensed scope without a prior extension constitutes infringement within the meaning of Article L. 335-3 of the French Intellectual Property Code.

Materials supplied by the Client

The Client warrants that it holds all rights, authorisations and licences necessary in respect of the materials it supplies: images, videos, trademarks, logotypes, music, typefaces, texts, data and image rights of the persons depicted.

The Client shall indemnify and hold Luminaverse harmless against any claim, action or award arising from such materials, and undertakes to reimburse all costs, including defence costs, incurred by Luminaverse.

Third-party licences required for the engagement, including stock imagery, licensed typefaces or music, are re-invoiced to the Client at cost, unless otherwise stated in the quotation.

Cancellation, postponement and termination

One-off projects

Where the Client cancels, the following amounts remain payable to Luminaverse as fixed compensation covering work undertaken and production time reserved:

Any postponement requested by the Client less than seven (7) working days before the scheduled start may result in rescheduling without guaranteed timing.

Subscriptions — Lumi Continu

The subscription is taken out for a firm minimum term of three (3) months and cannot be terminated during that period.

Thereafter, termination is effected in writing subject to one (1) month's notice. Where the subscription is terminated early during the committed period, compensation equal to thirty per cent (30%) of the remaining amount due, with a minimum of one month's subscription, remains payable to Luminaverse.

Credits not used at the end of a month may be carried over to the following month only, for a maximum of one (1) month. They are definitively forfeited thereafter and give rise to no refund.

Termination for breach

In the event of a material breach by either party, the other party may terminate the contract automatically thirty (30) days after formal notice has remained without effect, without prejudice to any damages.

Confidentiality

Each party undertakes to keep strictly confidential all information of any nature disclosed by the other in connection with the contractual relationship, and not to disclose it to any third party without prior written consent.

This undertaking remains in force for the term of the contract and for three (3) years thereafter.

Excluded from this undertaking is information that has entered the public domain without breach, that was already known to the receiving party, and whose disclosure is required by a competent authority.

References and communication

Save for a specific confidentiality agreement or the Client's written refusal notified no later than delivery, Luminaverse is authorised to cite the Client's name and logotype and to present the Deliverables as commercial references, on its website, in its presentation materials, on its social media and in professional submissions.

This authorisation is granted free of charge and for the duration of exploitation of the relevant materials.

Where the Deliverables have been produced using artificial intelligence systems, Luminaverse reserves the right to state so in its presentations.

Liability and insurance

Luminaverse is bound by an obligation of means in the performance of its services.

Its liability, on any grounds whatsoever, is expressly limited to the amount excluding tax actually paid by the Client in respect of the service giving rise to the damage.

Indirect damage is excluded from any compensation, in particular:

• loss of revenue, margin, customers or business opportunity;
• damage to image or reputation;
• loss of data;
• the consequences of any exploitation of the Deliverables beyond the licensed scope.

The Client remains solely responsible for its use of the Deliverables, for their compliance with the sector regulations applicable to its activity — in particular in advertising, healthcare, cosmetics and product claims — and for meeting the transparency obligations referred to in article 07.

Luminaverse holds professional indemnity insurance taken out with PI_INSURER.

Subcontracting

Luminaverse reserves the right to engage independent contributors or providers of its choice to perform all or part of the services. It remains solely responsible for proper performance towards the Client and warrants that its subcontractors are bound by equivalent confidentiality obligations.

Force majeure

Neither party shall be liable for any failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code.

Such events include, without limitation, sustained interruption of electronic communication networks, the discontinuation of or substantial restriction of access to third-party artificial intelligence services essential to production, and any administrative or regulatory decision prohibiting their use.

Performance of obligations is suspended for the duration of the event. Should it exceed sixty (60) days, either party may terminate the contract in writing without compensation, services already performed remaining payable.

Right of withdrawal

These terms are addressed to professional Clients acting in the course of their business. The right of withdrawal provided for by the French Consumer Code does not apply to them in principle.

By way of exception, under Article L. 221-3 of the French Consumer Code, a right of withdrawal of fourteen (14) days applies to a professional who cumulatively meets the following conditions: the subject matter of the contract does not fall within the scope of its main activity, and it employs five (5) employees or fewer.

The period runs from the conclusion of the contract. The Client exercises this right by any unambiguous statement sent to [email protected]. A model withdrawal form is available on request.

Where the Client expressly requests that performance begin before the expiry of the withdrawal period, it shall, in the event of withdrawal, remain liable for an amount proportionate to the service supplied up to the date of its decision, in accordance with Article L. 221-25 of the same Code.

Personal data

Luminaverse acts as data controller for the data collected in connection with the commercial relationship.

• Purposes — management of quotations, performance of the contract, invoicing, debt recovery, accounting and tax obligations.
• Legal bases — performance of the contract and compliance with legal obligations.
• Retention — the duration of the commercial relationship, then archiving for ten (10) years under accounting obligations.
• Recipients — Luminaverse, its technical processors and its advisers, limited to what is necessary.

The Client has rights of access, rectification, erasure, restriction, objection and portability, exercisable at [email protected]. It may lodge a complaint with the French data protection authority (CNIL).

For further details, please refer to the privacy policy.

General provisions

Non-disparagement

Each party undertakes, for the term of the contract and for two (2) years thereafter, to refrain from any public statement liable to harm the image or reputation of the other.

Severability

Should any provision of these terms be held void or unenforceable, the remaining provisions shall retain full force and effect.

No waiver

The failure of either party to rely on a breach by the other shall not constitute a waiver of its right to do so subsequently.

Evidence

The parties agree that emails, professional messaging exchanges and electronic signatures constitute valid means of evidence between them.

Entire agreement

These terms, the accepted quotation and the approved Brief constitute the entire agreement between the parties. In the event of conflict, the quotation prevails over these terms.

Governing law and disputes

These Terms and Conditions of Sale are governed by French law.

This English version is provided for information purposes. In the event of any discrepancy in interpretation, the French version prevails.

In the event of a dispute, the parties undertake to seek an amicable settlement within thirty (30) days of the first written notification.

Failing agreement, the competent courts of Paris shall have exclusive jurisdiction, including where there are multiple defendants, third-party proceedings or urgent applications.

Luminaverse — Juliette Nanchino, sole proprietorship, SIREN 887 558 468, REGISTERED_ADDRESS.