SMART EXPERTS PARIS

GENERAL TERMS AND CONDITIONS OF SALE

Business referrals, commercial introductions, partnership development,
communication, creative services, print and digital production

B2B Version — 8 July 2026

Company	SMART EXPERTS PARIS
Legal form / share capital	French limited liability company (SARL) with share capital of €1,000
Registered office	59 rue de Ponthieu, Office 326, 75008 Paris
Trade and Companies Register / SIREN	799 667 894 Paris Trade and Companies Register
Representatives	Christophe BOMONT and Sonia GHAMRI-PIERSON, Co-Managing Directors
Email / website	https://www.smart-experts-paris.com/

Note on use: these General Terms and Conditions of Sale are intended for business-to-business relationships. Any sale to a consumer or non-professional must be governed by specific terms and conditions including, in particular, the required pre-contractual information, any applicable right of withdrawal, consumer mediation and the statutory guarantees applicable to consumers. Where the assignment is presented under the trade name “DUO” or “DUO, a brand operated by SMART EXPERTS PARIS”, the Client’s legal contracting party remains SMART EXPERTS PARIS, unless otherwise expressly agreed in writing.

1. Definitions

For the purposes of these General Terms and Conditions of Sale, the terms below shall have the following meanings:

“SEP” or “the Service Provider” means SMART EXPERTS PARIS, a French limited liability company (SARL) with share capital of €1,000, registered with the Paris Trade and Companies Register under number 799 667 894.

“Client” means any business customer ordering a service or product from SEP.

“Order” means any quotation, purchase order, commercial proposal, statement of work, written agreement by email or any other contractual document accepted by the Client.

“Deliverables” means the documents, files, materials, layouts, creative works, recommendations, printed products, digital content, communication materials, reports, source files or production-ready files delivered to the Client as part of the assignment.

“BAT” means the approval to print or produce, approval of a layout, or the Client’s final approval prior to manufacture, printing, publication, going live or delivery.

2. Scope

These General Terms and Conditions of Sale apply to all services and sales provided by SEP to business clients, unless specific terms have been expressly accepted in writing by SEP.

They cover, in particular: consulting, strategy, business development, business referrals, prospecting, project coordination, communication, visual identity, graphic design, copywriting, publishing, printed materials, digital materials, the purchase and resale of communication materials, printing, manufacturing, signage, project management, production monitoring, delivery, installation and related services.

These General Terms and Conditions of Sale do not cover regulated activities requiring specific authorisation, or legal, tax, accounting, financial or insurance advice. Where SEP makes recommendations in these related areas, such recommendations are strictly operational in nature and must be reviewed and approved by the Client’s competent advisers.

Placing an Order implies the Client’s full and unconditional acceptance of these General Terms and Conditions of Sale. The Client’s general terms and conditions of purchase shall not be binding on SEP unless expressly accepted by SEP in writing.

3. Contractual hierarchy

In the event of any inconsistency between contractual documents, the following order of precedence shall apply:

1. the specific terms signed or accepted in writing;
2. the quotation or commercial proposal;
3. the approved specifications or brief;
4. these General Terms and Conditions of Sale;
5. any other written communication relevant to the interpretation of the Order.

Any departure from these General Terms and Conditions of Sale must be set out in writing, be specific and be accepted by SEP.

4. Quotations, Orders and changes to scope

Unless otherwise stated, quotations remain valid for thirty (30) days from their date of issue.

The Order shall become firm and binding on the earliest of the following dates: signature of the quotation, issue of a purchase order, written agreement by email, payment of a deposit, provision of materials enabling the assignment to begin, or express approval to commence the service.

Any request not included in the original quotation, any substantial change to the brief, any additional Deliverable, any urgent request, any reworking following approval, or any request requiring additional time shall be subject to a supplementary quotation or additional invoicing.

SEP may refuse to begin or continue an assignment until the information, materials, approvals or deposits required have been provided by the Client.

5. Prices, expenses and taxes

Prices are stated in euros exclusive of tax, unless otherwise indicated. VAT and any other applicable tax shall be charged at the rate in force on the invoice date.

Where the price cannot be determined in advance on a fixed-price basis, SEP shall inform the Client of the applicable calculation method: hourly rate, daily rate, fee per Deliverable, commission, coordination fee, production costs, technical costs, subcontracting costs or management margin.

External expenses required for the assignment, including printing, manufacturing, licence purchases, media purchases, image purchases, transport, travel, accommodation, technical services, web hosting, domain names, software tools, installation, equipment hire or the services of third-party providers, shall be recharged to the Client in accordance with the terms stated in the quotation. In the absence of such terms, they shall be recharged at cost, together with any agreed or applicable management fees.

Production prices dependent on suppliers, materials, availability, lead times or technical constraints may be revised if an external event substantially changes the economic conditions of the Order before firm acceptance or commencement of production.

No discount shall be granted for early payment unless otherwise agreed in writing.

6. Payment terms

Unless specific terms apply, invoices are payable by bank transfer within thirty (30) days of the invoice date.

For assignments involving creative work, production, printing, manufacturing or external expenses, SEP may require a deposit when the Order is placed. Unless otherwise agreed, the recommended payment schedule is 40% of the total amount including VAT upon placing the Order, 40% before production begins or upon final approval, and the balance upon delivery or completion of the service.

Amounts paid as a deposit shall remain due to SEP to the extent of the work undertaken, time spent, costs already incurred and irrevocable commitments entered into with suppliers or subcontractors.

Any late payment shall automatically and without prior reminder give rise to late-payment interest calculated at the rate provided for in Article L.441-10 of the French Commercial Code, namely, unless a higher rate is stated on the invoice, the European Central Bank refinancing rate plus ten (10) percentage points. In all circumstances, this rate may not be lower than three times the statutory interest rate.

Any late payment shall also give rise to the fixed recovery charge of forty euros (€40) for each invoice not paid by the due date, without prejudice to additional compensation where the recovery costs actually incurred exceed that amount.

In the event of late payment, SEP may suspend performance of any Order in progress, refuse any new Order, require payment in advance or request payment guarantees, without such suspension constituting a breach by SEP.

7. Client obligations

The Client undertakes to provide SEP with accurate, complete and usable information within the time required for proper performance of the assignment.

The Client warrants that it holds all necessary rights, authorisations and approvals relating to the texts, images, logos, trademarks, files, data, products, information and materials supplied to SEP.

The Client shall be solely responsible for the legal, regulatory, ethical, technical and commercial compliance of the information it provides, the advertising claims requested, prices, legal notices, terms of use, personal data, trademarks, content and commercial promises published under its responsibility.

SEP may draw the Client’s attention to an obvious risk, but shall have no obligation to conduct a full legal, regulatory, tax, accounting or technical audit unless such an assignment has been expressly agreed.

8. Performance of services

SEP is subject to a best-efforts obligation. It undertakes to perform the services diligently, professionally and in accordance with the scope accepted by the parties.

Any stated deadlines are estimates unless expressly identified as binding in the quotation. Deadlines shall automatically be extended in the event of delay by the Client, a request for changes, supplier delay, technical difficulty, force majeure or any external circumstance not attributable to SEP.

SEP may engage subcontractors, suppliers, printers, developers, manufacturers, installers, carriers or specialist partners. The Client expressly authorises this, subject to SEP’s compliance with its principal contractual obligations.

The services may be performed remotely, at SEP’s premises, at the Client’s premises or at a third party’s premises, according to the requirements of the assignment and the agreed arrangements.

9. Creative work, layouts, revisions and BAT approval

Unless otherwise stated in the quotation, creative services include a reasonable number of revision rounds limited to the initial scope. Revisions resulting from a change to the brief, a substantive amendment, additional content, an error by the Client or a previous approval by the Client may be charged additionally.

Approval of a BAT, layout, prototype, production-ready file, content item or page design shall constitute the Client’s final acceptance of the approved elements, including texts, visuals, formats, quantities, dimensions, colours, prices, references, contact details, legal notices and technical data.

Following BAT approval, any correction, reprinting, remanufacturing, republication or amendment requested by the Client may be charged additionally, unless solely attributable to SEP’s fault.

For printing and manufacturing, colour rendering may vary depending on screens, processes, papers, materials, machines, inks, finishes and technical constraints. Unless a contractual proof has been expressly ordered and approved, colours displayed on screen shall not constitute an absolute contractual reference.

The Client accepts customary professional tolerances in relation to manufacturing, cutting, finishing, folding, colour, quantity, materials, installation or assembly, provided they remain within the applicable professional standards.

10. Delivery, installation and acceptance

The arrangements for delivery, installation or making the Deliverables available shall be specified in the quotation. In the absence of such provisions, digital Deliverables shall be supplied by email, download link or any other suitable digital means.

For physical goods, risk shall transfer upon handover to the Client, the carrier, the agreed place of delivery or the installation provider, as specified in the quotation. The Client must inspect packages, products, quantities and materials upon receipt and submit any written, specific and substantiated reservations within forty-eight (48) hours of receipt.

If no written reservation is made within this period, the Deliverables shall be deemed compliant, subject to any applicable mandatory statutory warranties.

Where installation depends on access conditions, safety requirements, authorisations, the condition of the premises, existing surfaces, connections, dimensions, electrical supply or technical constraints provided by the Client, responsibility for those matters shall rest with the Client. Any unnecessary journey, waiting time, inability to perform the work or remedial work resulting from inaccurate or incomplete information may be charged additionally.

11. Retention of title

Physical goods sold by SEP shall remain SEP’s property until full payment of the price, including principal, taxes, costs and ancillary charges.

The Client shall not resell, transform, pledge or otherwise dispose of goods that have not been paid for in full without SEP’s prior written consent.

This clause shall not prevent the transfer of risk in accordance with the provisions of the section entitled “Delivery, installation and acceptance”.

12. Intellectual property

Unless otherwise assigned in writing, SEP shall retain ownership of its methods, know-how, rejected concepts, creative directions, source files, working files, templates, layers, preliminary layouts, methodology documents, tools, processes, general recommendations, pre-existing materials, libraries, models and elements developed independently of the assignment.

Any assignment of exploitation rights in creative works specifically produced for the Client shall take effect only after full payment of all amounts due and solely within the limits specified in the quotation: the Deliverables concerned, duration, territory, media, formats, methods of exploitation and purpose.

In the absence of specific provisions, SEP grants the Client, after full payment, a non-exclusive, non-transferable right of use limited to the internal or commercial use normally contemplated when the Order was placed.

Source files shall be supplied only where their assignment or delivery is expressly provided for in the quotation. Otherwise, SEP shall provide the final files required for the agreed use.

Third-party materials, including typefaces, photographs, illustrations, videos, music, pictograms, software, plug-ins, themes, image-bank assets, licences or technical components, shall remain subject to the licences of their respective rights holders. The Client undertakes to comply with those licences.

Unless the Client objects in writing, SEP may mention the Client’s name and logo and present the Deliverables produced as commercial references, provided that any sensitive information remains confidential.

13. Business referrals, commercial introductions and business development

Where SEP acts as a business introducer, business development adviser, intermediary, coordinator or facilitator, its role is to identify, assess, present, structure or support a commercial opportunity, without guaranteeing that a transaction will be concluded unless expressly agreed in writing.

SEP shall have no authority to bind the Client legally in relation to a prospect, partner, supplier or third party, unless specifically authorised in writing.

Commissions, success fees, prospecting fees, remuneration terms, calculation bases, exclusivity arrangements, contact-protection periods and triggering conditions shall be specified in the quotation or in a separate agreement.

Unless otherwise agreed, any commercial relationship entered into by the Client within twelve (12) months following an introduction by SEP to a prospect, partner or contact presented by SEP shall entitle SEP to remuneration under the terms stated in the quotation or, failing that, under an agreement to be formalised before the transaction is concluded.

The Client undertakes to inform SEP fairly and accurately of any follow-up to an opportunity introduced, directly or indirectly, by SEP.

14. Confidentiality

Each party undertakes to keep confidential all non-public information received from the other party in connection with the commercial relationship.

This obligation shall not apply to information that is already public, lawfully obtained from a third party, independently developed or required to be disclosed by law or by an administrative or judicial authority.

The confidentiality obligation shall remain in force for three (3) years after the end of the contractual relationship, except in relation to trade secrets or personal data, which shall remain protected for as long as required by law.

15. Personal data

Each party undertakes to comply with the applicable personal-data protection legislation.

Where SEP processes personal data on behalf of the Client, SEP shall act as a processor within the meaning of the applicable legislation, solely on the Client’s documented instructions and for the purposes of the assignment.

The Client shall remain responsible for the lawfulness of the data supplied, the legal bases for processing, the information provided to data subjects, retention periods and the exercise of data-subject rights.

SEP may retain the data strictly necessary for the contractual, accounting, administrative, evidential and commercial management of the relationship for the statutory periods or for as long as reasonably required to protect its rights.

16. Suspension, cancellation and termination

If the Client cancels after accepting the Order, SEP shall invoice the time spent, services performed, costs incurred, purchases made, irrevocable commitments entered into with third parties and, where applicable, compensation for reserved capacity corresponding to the loss suffered.

If the project is suspended for reasons attributable to the Client for more than thirty (30) days, SEP may invoice the work performed and costs incurred up to the suspension date. Resumption of the project may require a revised schedule and additional invoicing if the circumstances, supplier prices or constraints have changed.

In the event of a material breach by either party that is not remedied within fifteen (15) days following formal written notice, the other party may terminate the relevant Order, without prejudice to amounts due and any damages that may be claimed.

17. Warranty and liability

SEP shall be liable for proven direct loss resulting from a fault personally attributable to SEP in the performance of the assignment.

SEP shall not be liable for indirect loss, loss of business, loss of turnover, loss of margin, loss of opportunity, reputational damage, loss of data, consequences of a non-binding delay, errors in materials supplied by the Client, the Client’s commercial decisions or failures by third parties not under SEP’s direct control.

SEP’s aggregate liability, for all causes combined, shall be limited to the amount exclusive of tax actually received by SEP in respect of the Order giving rise to the loss, except in the event of gross negligence, wilful misconduct or any contrary mandatory legal provision.

The Client shall remain solely responsible for the final use of the Deliverables, their suitability for its needs, their compliance with the requirements of its sector, their internal approval and their publication or distribution.

18. Force majeure

Neither party shall be liable for a failure or delay resulting from an external, unforeseeable and unavoidable event within the meaning of French law, or from an equivalent event that reasonably prevents normal performance of the assignment.

Events that may constitute force majeure or equivalent events include, in particular: natural disasters, fire, water damage, strikes, epidemics, supply disruptions, major outages, cyberattacks, administrative decisions, supplier unavailability, transport blockages, or interruptions to energy or network services, where the event prevents normal performance of the obligations concerned.

The affected obligations shall be suspended for the duration of the event. If the suspension exceeds sixty (60) days, either party may terminate the affected Order without compensation other than payment for services already performed and costs incurred.

19. Non-solicitation

Unless SEP has given prior written consent, the Client shall not directly solicit, employ or engage directly any subcontractor, supplier, partner, consultant or contributor introduced by SEP in connection with an assignment, during the assignment and for twelve (12) months following its completion.

In the event of a breach of this clause, SEP may claim compensation corresponding to the loss suffered, without prejudice to any other available remedy.

20. Documents, evidence and communications

Email communications, electronically signed quotations, BAT approvals, purchase orders, invoices, transmitted files, download links, reports and written messages shall constitute admissible evidence between the parties.

The Client must provide SEP with a valid email address and inform SEP of any change to its contact details.

21. Governing law and jurisdiction

These General Terms and Conditions of Sale and Orders entered into with SEP shall be governed by French law.

In the event of a dispute, the parties shall first seek an amicable solution. If no amicable agreement is reached within a reasonable period, any dispute relating to the formation, interpretation, performance or termination of the commercial relationship shall fall within the exclusive jurisdiction of the Paris Commercial Court, including in summary proceedings, third-party proceedings, cases involving multiple defendants or urgent proceedings.

22. Effective date

These General Terms and Conditions of Sale shall take effect on 8 July 2026 and replace any previous version applicable to the relevant services.

SEP reserves the right to amend its General Terms and Conditions of Sale at any time. The applicable version shall be the version provided to the Client or in force on the date the Order is accepted.