Legal notice & general terms

GENERAL TERMS AND CONDITIONS

MIDOLIA — Leizart · Agence de Com

PART I — COMMON PROVISIONS

Chapter 1 — Parties, definitions, order of documents, evidence

Article 1.1 — MIDOLIA

These general terms and conditions (the "Terms") are those of MIDOLIA, a French single-member limited liability company (EURL) with a share capital of €5,000, registered with the Paris Trade and Companies Register under number 509 307 757, whose registered office is at 8 rue Saint-Fargeau, 75020 Paris, France, intra-EU VAT number FR41 509 307 757 ("MIDOLIA"). MIDOLIA trades under several brand names, in particular Leizart (studios, audiovisual) and Agence de Com (web, applications, artificial intelligence); a brand name is not a separate person: MIDOLIA is always the contracting party, and every Quote, Booking confirmation and invoice is issued by MIDOLIA.

Article 1.2 — Structure of the Terms

The Terms consist of three parts:

• Part I — Common provisions: they apply to every Service;

• Part II — Audiovisual: studios, rental of spaces and equipment, recording, filming, photography;

• Part III — Web and artificial intelligence: websites, applications, artificial intelligence agents, modules, hosting and Maintenance.

An Order that includes Services from both lines of business is governed, for each Service, by the Part relating to it, and as a whole by Part I. Parts II and III depart from Part I only where they expressly say so.

Article 1.3 — Definitions

In the Terms, the following capitalised words have the meaning below, in the singular and the plural:

• Client: the natural or legal person who places an Order.

• Business Client: a Client acting for the purposes of its commercial, industrial, craft, liberal or agricultural activity, including through a person acting in its name and on its behalf.

• Consumer Client: a Client who is a natural person acting outside any professional activity.

• Non-professional Client: a Client that is a legal person not acting for professional purposes (for example an association); it benefits from the protections the law grants to non-professionals.

• Quote: MIDOLIA's written and dated proposal describing Services, their price and their specific conditions.

• Booking: a request for a time slot (space, studio, session) made on a MIDOLIA website or with MIDOLIA.

• Order: an accepted Quote, or a Booking confirmed by MIDOLIA. A Quote is accepted in writing (signature, the words "bon pour accord" (approved), electronic signature, acceptance e-mail) or by payment of the advance payment (acompte, not arrhes under French law) it provides for; acceptance by payment of the advance payment does not exempt from the legal formalities applicable to off-premises contracts: where article L221-10 of the French Consumer Code applies, no payment is received before the end of the statutory seven-day period, save for an exception provided by law.

• Contract: the Order, together with the Terms and their appendices.

• Service: any service MIDOLIA undertakes to provide under the Contract, in particular: rental of a space, studio or equipment, recording, mixing, filming, shooting, photography, editing; creation of a website, application, chatbot or artificial intelligence agent, module; hosting, Maintenance, support.

• Deliverable: the result of a Service handed over to the Client or put online for the Client (file, website, application, agent).

• Delivery: the moment MIDOLIA makes a Deliverable available to the Client, recorded in a delivery report signed by both parties. Failing this, the provision notified in writing to the Client counts as Delivery on the date of that provision: for a Business Client, if no written and reasoned reservation has reached MIDOLIA within eight calendar days of receipt of that notice; for a Consumer or Non-professional Client, without their silence counting as acceptance of the Deliverable. The absence of reservations does not deprive any Client of the applicable statutory guarantees.

• Maintenance: the subscription covering, after Delivery of a web Deliverable, hosting, domain name, updates, security patches, backups and monitoring (Part III).

• Third-party Supplier: any company other than MIDOLIA on which a Service depends in order to be provided: hosting provider, domain name registry or registrar, provider of a language model or artificial intelligence, of an application programming interface (API), of payment, messaging, mapping, social network, software, energy, telecommunications or online services.

• Business Introducer: the independent professional, acting in its own name and on its own behalf, who introduces MIDOLIA to a future Client and receives a commission from MIDOLIA for doing so.

• Working Day: Monday to Friday, excluding public holidays in mainland France.

Article 1.4 — Scope and provision of the Terms

1. The Terms apply to every MIDOLIA Service, whatever the brand name, website or channel of the request (website, telephone, meeting, electronic exchange, Business Introducer). No Service starts before the Order.
2. The Terms are provided to the Client on a durable medium before the Order: attached to the Quote, on paper or in a file the Client can keep and reproduce identically; for an online Booking, presented and accepted before payment, then attached to the confirmation. Where the law so requires, MIDOLIA obtains the Client's consent to provision on a medium other than paper. The Client declares having received, read and accepted them without reservation. MIDOLIA keeps proof of this provision.
3. The applicable version is the one provided to the Client before the Order and accepted by the Client. A later version applies to an ongoing Contract only with the Client's written consent.

Article 1.5 — Order of documents

1. In the event of a contradiction between the documents of the Contract, the order of priority is: (a) the specific conditions of the accepted Quote or of the Booking confirmation, only for the points they expressly govern; (b) the signed appendices (in particular the Maintenance waiver and the delivery report); (c) Part II or III applicable to the Service; (d) Part I. On any point that a higher-ranking document does not expressly govern, the lower-ranking document applies.
2. The Client's general purchasing conditions or any other document issued by the Client do not apply, unless expressly accepted in writing by MIDOLIA.

Article 1.6 — What binds MIDOLIA, and what does not

1. Only the following bind MIDOLIA: the Quote and the Booking confirmation it issues, the Terms, and documents signed by its manager or by the person the manager has designated in writing.
2. The Business Introducer is neither an employee, nor an agent, nor a servant of MIDOLIA. It has no power to represent MIDOLIA, to negotiate or sign on its behalf, to accept an order or to collect a payment on its behalf. A promise, price, deadline, discount or feature announced by it binds MIDOLIA only if it appears in the Quote or the Booking confirmation issued by MIDOLIA. All payments are made directly to MIDOLIA, using the details shown on the Quote or the invoice.
3. Sales documents, demonstrations, mock-ups, examples and figures presented before the Order (in particular analysis and demonstration pages) illustrate a possibility. They have no contractual value, unless they are included in the Quote or the law provides otherwise.
4. When a sale is presented by a Business Introducer, the Quote identifies the Business Introducer and states that it acts as an independent professional. Before signing, the Client may check with MIDOLIA any promise made to it.

Article 1.7 — Categories of Clients and statutory protections

1. Unless stated otherwise, the clauses apply to all Clients, subject to the statutory protections specific to their situation (Consumer Client, Non-professional Client).
2. Nothing in the Terms deprives the Consumer Client of the rights the law grants on a mandatory basis; a clause that would restrict them does not apply to the Consumer Client, without affecting the other clauses.
3. A Business Client benefits as of right from the protections provided by article L221-3 of the French Consumer Code where the following three conditions are met: it employs five employees or fewer; the Contract is concluded off-premises within the meaning of article L221-1 of that code; the subject matter of the Contract falls outside the scope of its main activity. MIDOLIA may ask the Client for the information needed to determine its situation (headcount, main activity, place of conclusion).

Article 1.8 — Evidence

1. The parties acknowledge the evidential value of the electronic writings exchanged between them (e-mails, messages, electronically signed documents), under the conditions of articles 1366 and 1367 of the French Civil Code.
2. MIDOLIA keeps, on a durable medium, a record of the acceptance of the Quote, the Booking and the Terms (date, time, document accepted, means of acceptance). Between professionals, these records are authoritative unless proven otherwise. Where the Client is a Consumer or Non-professional Client, these records may be produced as evidence, without changing the burden of proof provided by law.

Article 1.9 — Severability, tolerance

1. If a clause is declared void or unenforceable, it is deemed unwritten and the other clauses remain in force, to the extent permitted by article 1184 of the French Civil Code.
2. Even if MIDOLIA does not request the application of a clause, including on several occasions, it retains the right to request its application later.

Chapter 2 — Order

Article 2.1 — Quote

1. The Quote is valid for thirty days from its date, unless a different period is stated on it. During that period, its prices are firm.
2. The Quote describes the Services, their price, the payment schedule, the indicative deadlines and, where applicable, the advance payment. Anything it does not describe is not included in the price.

Article 2.2 — Booking

1. A Booking is confirmed only after its validation by MIDOLIA and payment of the advance payment or of the full price indicated at the time of Booking. MIDOLIA then sends a written confirmation.
2. Options on a time slot, their duration and the rules specific to the spaces are set out in Part II.

Article 2.3 — Off-premises contract

Where the Contract is concluded off-premises with a Consumer Client, or with a Business Client protected within the meaning of article 1.7.3, MIDOLIA provides it, before conclusion, with the pre-contractual information required by law, then with a dated copy of the Contract, on paper signed by the parties or, with the Client's consent, on another durable medium confirming their express commitment, and with the withdrawal form. These documents are provided by MIDOLIA itself, even when the sale was presented by a Business Introducer. The withdrawal and payment rules applicable to these contracts are set out in chapter 7.

Article 2.4 — Client requests after the Order

1. Any request from the Client that adds, removes or modifies a Service after the Order is the subject of an additional Quote or a written amendment, setting its price and its effect on deadlines. Until the Client has accepted the additional Quote or the amendment, only the terms of the initial Contract apply.
2. MIDOLIA may refuse a request that cannot be carried out under the terms of the Contract; it says so in writing, giving its reason.

Article 2.5 — Refusal of an Order

MIDOLIA may refuse an Order for a legitimate reason, in particular: unlawful content or use, infringement of a third party's rights, an amount left unpaid under a previous Order, a request clearly outside its expertise.

Chapter 3 — Price, payment, late payment

Article 3.1 — Price

1. Prices are in euros. Prices offered to Consumer or Non-professional Clients are stated inclusive of all taxes. The Quote sent to a Business Client states the price excluding taxes, VAT at the applicable rate (20%) and the price including all taxes.
2. Any change in the VAT rate applies automatically to amounts invoiced after it comes into force.
3. The price of a subscription (in particular Maintenance) may be revised on each annual renewal date. MIDOLIA informs the Client in writing at least one month in advance; a Client who refuses the revision may terminate the subscription on that date, free of charge.
4. An invoice is issued for every Service. It bears the particulars required by law and, for a Business Client, the due date, the late-payment penalty rate and the €40 fixed recovery indemnity (article L441-9 of the French Commercial Code).

Article 3.2 — Advance payment (acompte)

1. Unless expressly stated otherwise on the Quote or the Booking confirmation, sums paid before performance are an advance payment constituting an "acompte" under French law, rather than "arrhes": the Order is then firmly binding on both parties.
2. If MIDOLIA cancels the Service, other than for force majeure, the advance payment is refunded to the Client in full, or a new date is offered, which the Client is free to refuse. A Consumer or Non-professional Client also receives compensation equal to the amount of the advance payment, in reciprocity with the rule that leaves the advance payment to MIDOLIA when the Client cancels (article R212-2 of the French Consumer Code). The refund does not deprive the Client of the right to claim compensation for loss suffered under the conditions provided by law.
3. The advance payment does not deprive the Consumer Client, nor the Business Client protected within the meaning of article 1.7.3, of the right of withdrawal granted by law (chapter 7).
4. The consequences of a cancellation by the Client are set out in the Part relating to the line of business concerned (Part II or III).

Article 3.3 — Payment

1. Payment due dates are those of the Quote or the Booking. Failing this: an audiovisual Service is paid before it takes place, whatever the Client; for other Services, an invoice sent to a Business Client is issued on performance of the Service or on the scheduled date, and is payable within thirty days of its date of issue.
2. Accepted means of payment: bank card, bank transfer, PayPal, cash within the legal limit. Cheques are not accepted.
3. No discount is granted for early payment.

Article 3.4 — Late payment by a Business Client

1. Any amount not paid by the due date bears, automatically, from the following day and without any reminder, late-payment penalties at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points. The reference rate is the one in force on 1 January for the first half-year and on 1 July for the second half-year.
2. In addition, for each invoice paid late, the fixed indemnity for recovery costs of €40 is due (articles L441-10 and D441-5 of the French Commercial Code); if the costs actually incurred exceed it, MIDOLIA may claim additional compensation on supporting documents.
3. Any payment is allocated first to the penalties and indemnities due, then to the oldest invoice.
4. If an invoice remains unpaid fifteen days after formal notice, all outstanding amounts under the same Contract become immediately payable, including amounts whose payment dates have not yet been reached.

Article 3.5 — Late payment by a Consumer or Non-professional Client

An amount remaining unpaid after a formal notice bears interest at the statutory rate from the date of that formal notice (article 1231-6 of the French Civil Code).

Article 3.6 — Suspension for non-payment

1. If an amount that is due and has not been disputed in writing with reasons remains unpaid fifteen days after a written formal notice announcing the suspension, MIDOLIA may suspend performance of the Services under the Contract concerned until payment in full.
2. For the hosting of a website or application, taking it offline occurs only after a second written notice sent at least eight days beforehand, and MIDOLIA keeps a full backup of the Client's files and data available to the Client.
3. The suspension does not delete any of the Client's data: the Client's data and files are kept during the suspension, under the conditions of Part III.
4. Performance deadlines are extended by the duration of the suspension.
5. MIDOLIA may, on a case-by-case basis, waive all or part of the penalties or the indemnity; such a gesture does not constitute a waiver for the future.

Chapter 4 — Third-party Suppliers and force majeure

Article 4.1 — What MIDOLIA does not control: obligation of means

1. For the part of a Service that depends on a Third-party Supplier, MIDOLIA is bound by an obligation of means under French law ("obligation de moyens"). Its due diligence consists in: choosing recognised Suppliers; backing up the Deliverables it hosts; monitoring the availability of the websites and applications it hosts; using a fallback solution where one exists; restoring the Service as quickly as possible.
2. MIDOLIA does not guarantee, because it does not control them: the exact content of an answer produced by a language model or an artificial intelligence service; the ranking of a website by a search engine; the delivery of a message by an operator; the permanent availability of a third-party service.
3. MIDOLIA is not liable for a Third-party Supplier chosen or imposed by the Client.
4. MIDOLIA designs its Services to limit dependence on a single Supplier (replaceable tools, open formats, backups). A dependence cannot always be avoided: a website, application or agent works thanks to a hosting provider, a server, an artificial intelligence provider, online services, electricity and networks. The failure of any of them may, through a chain effect, interrupt or degrade the Services that depend on it.

Article 4.2 — Failure of a Third-party Supplier

1. A breakdown, interruption, modification or discontinuation of a Third-party Supplier's service is not a fault of MIDOLIA where it is external to MIDOLIA and MIDOLIA could neither prevent it nor limit its effects through the due diligence of article 4.1.
2. Performance deadlines are then extended by the duration of the failure and the time needed for restoration, including, if the Supplier has to be changed, the time needed for the migration; during that migration, the Service may be interrupted or degraded. Between professionals, this postponement gives rise to no penalty or compensation.
3. If the failure prevents a Service for more than thirty days, or makes pointless a Service scheduled for a fixed date, either party may terminate that Service in writing, without compensation; sums paid for what has not been provided are refunded, and the Client pays for what has been provided.
4. Where a Third-party Supplier's service is discontinued or changes durably, MIDOLIA offers a replacement solution. If the replacement solution entails an additional cost, MIDOLIA submits an additional Quote, which the Client may refuse. If the Client refuses it, either party may terminate the Service concerned under the conditions of paragraph 3, without waiting for the thirty-day period. Only the Service that depends on that Supplier ends: the other Services and subscriptions under the Contract continue.
5. MIDOLIA informs the Client in writing of any failure that durably affects a Service. It specifies the measures taken and, if known, the cause of the failure.
6. A Consumer or Non-professional Client in all cases retains the right to a refund or a price reduction for a Service that has not been provided.

Article 4.3 — Changes in Third-party Suppliers' conditions and prices

1. MIDOLIA's prices and deadlines take into account the conditions of Third-party Suppliers on the date of the Quote or the Booking: rates, subscriptions, quotas, prices per unit of consumption (token, credit, request, minute of computing). These conditions change often and significantly, particularly for artificial intelligence, and MIDOLIA does not control them. MIDOLIA keeps available to the Client the supporting documents (Supplier's public rate or invoice) for any change it relies on. This article does not apply to a change resulting from a choice made by MIDOLIA or from a breach on its part.
2. Creation Service at a fixed price: its price remains firm. If, before Delivery, a Third-party Supplier changes its conditions so as to make the planned production method impossible (for example the end of a subscription or of an authorised use), or to increase by more than 10% the cost to MIDOLIA of the Supplier services needed for the Service (compared with their cost on the date of the Quote), MIDOLIA informs the Client in writing, with supporting documents: (a) deadlines are extended by the time needed to adopt another method; if an accelerated ("express") production deadline is not met, the supplement paid for that deadline is refunded, without prejudice to the Client's other rights; (b) if the cost increases, MIDOLIA proposes an amendment. Failing agreement within fifteen days, either party may terminate the Service in writing: the Client pays for the work done that is handed over to it, and MIDOLIA refunds the remainder of the sums paid, with no other compensation on either side.
3. Service invoiced on a usage basis (consumption of an agent, a model or an application programming interface): its unit price equals the unit purchase cost excluding taxes invoiced to MIDOLIA by the Third-party Supplier (the Supplier's public price, less discounts, converted into euros at the exchange rate on the date of its invoice), multiplied by the coefficient stated in the Quote. This price therefore follows the Supplier's cost, upwards and downwards; it is adjusted at most once a month, for consumption in the month following written notice to the Client, who may then terminate the Service free of charge. The Client may set a monthly consumption cap in the Quote: once that cap is reached, consumption is suspended until the Client's written approval.
4. Subscription (Maintenance, hosting): its price is revised on the annual renewal date (article 3.1.3). For Business Clients only, if the cost of a Third-party Supplier needed for the subscription increases by more than 10% during the year, MIDOLIA may increase the subscription, at most once in any twelve-month period, by an amount limited to the additional cost it actually bears for that subscription over the same period, after one month's written notice with supporting documents; a Client who refuses may terminate the subscription before the effective date, free of charge. This increase is deducted from the next annual revision, so that the same additional cost is not counted twice.
5. Where a change of Third-party Supplier becomes necessary for one of the reasons in this chapter, the migration is the subject of an additional Quote, unless it was included in the initial Quote or results from a breach by MIDOLIA. The Client is free to refuse it; only the Service that depends on that Supplier then ends, under the conditions of articles 4.2.3 and 4.2.4, and sums paid for what is not provided are refunded.

Article 4.4 — Force majeure

1. Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code. The following may in particular constitute force majeure, if they meet its conditions: a general failure of telecommunications or electricity networks, a decision of a public authority, a fire, a flood, an epidemic.
2. The prevented party informs the other in writing as soon as possible. If the impediment is temporary, performance is suspended, unless the resulting delay justifies termination of the Contract. If the impediment is permanent, the Contract is terminated as of right. A Service scheduled for a fixed date (a session, a rental) that becomes impossible is rescheduled by mutual agreement or refunded.
3. Sums paid for a Service not performed are refunded. Force majeure does not exempt the Client from paying for Services already performed.

Chapter 5 — Liability

Article 5.1 — Principle

MIDOLIA is liable for direct and foreseeable damage caused by a proven breach of its obligations. It is not liable for damage resulting exclusively from a fault of the Client or of a third party, or from a use of a Deliverable that does not comply with its purpose or with MIDOLIA's instructions.

Article 5.2 — Limits between professionals

With regard to Business Clients only:

1. MIDOLIA is not liable for indirect damage, in particular loss of turnover, customers or reputation, nor for loss of data that the Client was to back up itself under the Contract.
2. The total amount of its liability under a Contract, all causes combined, is limited to the total price of that Contract excluding taxes; for a subscription, to the amounts invoiced excluding taxes during the twelve months preceding the event giving rise to liability.

Article 5.3 — What the limits never exclude

No limitation or exclusion in the Terms (chapters 4 and 5 included) applies in the event of gross negligence or wilful misconduct, of bodily injury, or where it would deprive an essential obligation of MIDOLIA of its substance. They do not deprive the Consumer or Non-professional Client of the rights granted by law, in particular the statutory guarantee of conformity and the guarantee against hidden defects.

Article 5.4 — Client's liability

The Client is liable for the content, data, trademarks, images, texts and instructions it provides, and indemnifies MIDOLIA against any third-party claim resulting from them. It is liable for damage caused, by itself or by the persons it brings, to MIDOLIA's spaces and equipment (Part II).

Article 5.5 — Time limit for action between professionals

Between professionals only, and subject to actions whose time limit the law forbids shortening, any action by a Business Client against MIDOLIA under the Contract is time-barred after one year from the day it knew or should have known the facts enabling it to bring the action (article 2254 of the French Civil Code). This clause does not apply to Consumer or Non-professional Clients.

Chapter 6 — Clients' personal data

Article 6.1 — MIDOLIA as data controller

1. To manage its Clients, MIDOLIA collects personal data: identity, contact details, Order, Booking, invoicing and payment information, exchanges with the Client.
2. Purposes and legal bases: performance of the Contract (Order, Service, invoicing, follow-up); legal obligations (accounting, tax); MIDOLIA's legitimate interest (prevention of non-payment and fraud, defence of its rights, informing its Clients about similar services, which anyone may object to at any time free of charge).
3. Retention periods: the duration of the contractual relationship, then five years as evidence of the Contract; ten years for accounting records; three years after the last contact for commercial information sent to a former Client.
4. Recipients: MIDOLIA and its technical service providers (payment, hosting, messaging, accounting), bound by confidentiality. No data is sold. Where a provider processes data outside the European Union, the transfer is governed by an adequacy decision or by the European Commission's standard contractual clauses.
5. Rights: access, rectification, erasure, restriction, objection, portability, and instructions regarding the data after death. They are exercised with MIDOLIA, 8 rue Saint-Fargeau, 75020 Paris, France, or by e-mail at studioleizart@gmail.com. The Client may lodge a complaint with the CNIL (www.cnil.fr).
6. Data marked as mandatory is necessary for the Order: without it, the Order cannot be processed. Where processing is based on consent (for example a newsletter), the Client may withdraw it at any time. MIDOLIA takes no decision producing legal effects concerning the Client based solely on automated processing. A copy of the safeguards governing a transfer outside the European Union may be obtained on request. MIDOLIA has not appointed a data protection officer.
7. Where MIDOLIA processes data on behalf of the Client (websites, applications, artificial intelligence agents), it acts as a processor under the conditions of Part III.

Chapter 7 — Consumer Client

Article 7.1 — Right of withdrawal

1. A Consumer Client who concludes a Contract at a distance (online, by telephone, by e-mail) or off-premises has fourteen days to withdraw, without giving reasons or paying costs (subject to article 7.1.3), from the conclusion of the Contract (articles L221-18 et seq. of the French Consumer Code). The Client does so by any unambiguous statement or by using the form attached to the Terms. MIDOLIA refunds the sums received within fourteen days of the withdrawal, using the same means of payment as the Client used for the original transaction.
2. The right of withdrawal does not apply, in accordance with article L221-28 of the French Consumer Code, in particular: (a) to leisure services that must be provided on a specific date or within a specific period, where the booked session falls within that category within the meaning of the law (for example a recording, rehearsal or creative session booked for personal purposes in a specific time slot); (b) to Services fully performed before the end of the period, where performance began after the Client's prior express consent and the Client's express acknowledgement that it will lose its right of withdrawal once the Service has been fully performed.
3. If the Client asks for the Service to begin before the end of the withdrawal period, it does so by an express request, recorded on a durable medium (on paper or on a durable medium for an off-premises Contract), after receiving the legally required information; if it then withdraws, it pays for the part of the Service provided up to its withdrawal, in proportion to the total price (article L221-25). In the absence of an express request or of compliant information, nothing is due.
4. A Business Client protected within the meaning of article 1.7.3 benefits from the same rules for an off-premises Contract.

Article 7.2 — Off-premises contract

For a Contract concluded off-premises, MIDOLIA provides the Client with the documents referred to in article 2.3, and receives no payment or consideration before the end of a period of seven days from the conclusion of the Contract (article L221-10), save for an exception provided by law.

Article 7.3 — Statutory guarantees

The Consumer Client benefits from the statutory guarantee of conformity for digital content and services (articles L224-25-1 et seq. of the French Consumer Code) or for goods (articles L217-3 et seq.), depending on the Service, and from the guarantee against hidden defects (articles 1641 et seq. of the French Civil Code). These guarantees apply independently of the Terms. The information box required by the regulations is set out in an appendix to the Terms.

Article 7.4 — Consumer mediation

If a written complaint sent to MIDOLIA has not settled the dispute, the Consumer Client may refer the matter, free of charge, to the consumer mediator to which MIDOLIA belongs, under the conditions of articles L611-1 et seq. of the French Consumer Code: CM2C — Centre de la Médiation de la Consommation de Conciliateurs de Justice, 49 rue de Ponthieu, 75008 Paris, www.cm2c.net. Mediation is not compulsory: each party remains free to refuse the proposed solution and to bring the matter before the courts. The request for mediation must be made within one year of the written complaint (article L612-2).

Chapter 8 — Complaints, governing law, language, jurisdiction, amendments

Article 8.1 — Complaints

Any complaint is sent in writing to MIDOLIA, 8 rue Saint-Fargeau, 75020 Paris, France, or by e-mail to studioleizart@gmail.com, with the supporting evidence. MIDOLIA acknowledges receipt and answers within a reasonable time. The parties first seek an amicable solution.

Article 8.2 — Governing law and language

The Contract is governed by French law, without depriving a Consumer Client residing in another State of the protection of the mandatory provisions of the law of its country of residence. The Terms are drafted in French; their translations are provided for information only, and the French version prevails in the event of any difference.

Article 8.3 — Jurisdiction

1. Any dispute between MIDOLIA and a Client who has the status of "commerçant" under French law falls, failing an amicable agreement, within the jurisdiction of the competent court of Paris.
2. Any other Client brings proceedings before the court having jurisdiction under the law. A Consumer Client may bring proceedings, at its choice, before the court of the place where it resided at the time of conclusion of the Contract or of the occurrence of the harmful event, or before any other competent court.

Article 8.4 — Amendments to the Terms

1. MIDOLIA may amend the Terms. The new version applies to Orders placed after its publication. Ongoing subscriptions are governed by point 2.
2. For an ongoing subscription, MIDOLIA may amend the Terms only to take account of a change in the law, the change or discontinuation of a Third-party Supplier, or the price under the conditions of article 3.1.3, and never changes the essential characteristics of the Service without the Client's consent. The amendment is notified at least one month before it applies; a Client who refuses it may terminate the subscription before that date, free of charge.

PART II — AUDIOVISUAL

Chapter 9 — Booking, changes, cancellation

Article 9.1 — Scope

Part II applies to MIDOLIA's audiovisual Services: rental of spaces and studios (filming, rehearsal, creation, events), recording, mixing, mastering, music production, filming, shooting, photography, editing.

Article 9.2 — Booking

1. Bookings are made on MIDOLIA's website or by telephone. The Booking is confirmed under the conditions of article 2.2.
2. An option placed on a time slot is valid for twenty-four hours at most; after that, MIDOLIA may release the slot.
3. For an online or distance Booking by a Consumer Client, if the session is to begin before the end of the withdrawal period, the Client is invited to expressly request this early start and to acknowledge that it will lose its right of withdrawal once the Service has been fully performed (article 7.1).

Article 9.3 — Changing or cancelling

1. Any request to change or cancel is made in writing (e-mail or message). Its date of sending is authoritative; MIDOLIA acknowledges receipt.
2. More than ten days before the Service: the date or times may be changed, subject to availability; in the event of cancellation, the advance payment (acompte) is retained by MIDOLIA.
3. Between ten and three days before the Service: the date or times may be changed only by mutual agreement; in the event of cancellation, the advance payment (acompte) is retained by MIDOLIA.
4. Less than three days before the Service: the full price is due. If MIDOLIA rents out the same slot again, the sums received for that new rental are deducted from what the Client owes.
5. If the Client is more than twenty minutes late without notice and does not answer MIDOLIA's attempt to make contact, MIDOLIA may release the slot; the session is then treated as a cancellation less than three days in advance (point 4, deduction included).
6. Instead of cancelling, the Client may transfer its Booking to another person, by informing MIDOLIA in writing before the session; the transferee accepts the Terms, and the Client remains liable for payment.
7. These rules do not deprive the Consumer Client of any right of withdrawal it still has (chapter 7), nor of the rights given by article 3.2 when the cancellation comes from MIDOLIA.

Article 9.4 — Hour pack

1. The pack is valid for three months from purchase. It can be used to pay for recording, mixing and mastering sessions; custom instrumental creation and per-track mastering are not included.
2. Hours are booked in sessions of at least two hours. A session may be moved up to ten days before its date; after that, its hours are deducted from the pack. For sessions paid with the pack, this point replaces article 9.3.
3. Hours not used by the expiry date are lost. MIDOLIA reminds the Client of the expiry date in writing fifteen days before.

Chapter 10 — On site

Article 10.1 — Times

1. The Client arrives at the scheduled time. The booked time runs from the scheduled time; a session started late is not extended, except subject to availability and additional invoicing.
2. The Client must complete all tidying and dismantling and ensure that all participants have left the premises by the booked end time. Any occupation beyond that is invoiced per thirty-minute block, at the displayed increased hourly rate.

Article 10.2 — Capacity, behaviour, neighbours

1. The maximum number of people for each space is shown on its page. MIDOLIA may refuse access beyond that number.
2. Participants respect the premises, the equipment, good-neighbour rules and noise regulations.
3. In the event of disturbance to the neighbours or to public order, dangerous behaviour or exceeding capacity, MIDOLIA may interrupt the session after a warning that has gone unheeded, or without warning in the event of immediate danger. A session interrupted because of serious misconduct by the Client remains payable.

Article 10.3 — Equipment and spaces

1. The Client is responsible for the equipment and spaces used, and for damage caused by itself or by the persons it brings. Damage is invoiced at the cost of repair or replacement.
2. The Client returns the space clean and in its original condition (furniture and equipment put away, waste removed, basic cleaning). Failing this, MIDOLIA may invoice a cleaning fee of €40.
3. Cyclorama: it is to be used with care; damage requiring repainting is invoiced at €200.
4. Carpets (black background, green background): damage requiring replacement is invoiced at €100 per strip.
5. Equipment made available free of charge (extra lighting, lighting devices, Bluetooth speakers) is a complimentary service: it is not invoiced and is not part of the booked Service, unless expressly promised in the Booking. Outside that case, its breakdown or unavailability gives rise to no refund or reduction. The Client may bring its own equipment.
6. MIDOLIA is not liable for personal belongings left unattended on its premises, except in the event of its own fault.

Chapter 11 — Files, image rights, insurance

Article 11.1 — Files

1. Files produced during a session are collected on the Client's own storage at the end of the session. Deliverables handed over after the session (mixing, mastering, editing) are sent to the Client, who keeps a copy. Beyond that, MIDOLIA is not required to keep the files; a transfer or export requested later is invoiced on a time-spent basis.
2. MIDOLIA is liable for the loss of a file during the session only in the event of its own fault (article 5.3).

Article 11.2 — Image rights and content

The Client obtains all necessary authorisations from the persons filmed, photographed or recorded, and from the holders of rights in the works, trademarks and places used; it indemnifies MIDOLIA against any claim in this respect, except in the event of MIDOLIA's fault (article 5.4).

Article 11.3 — Insurance

The Client is covered by civil liability insurance and provides proof of it on first request. MIDOLIA is insured with MAAF, 285 rue des Pyrénées, 75020 Paris, France.

APPENDICES

Appendix 1 — Model withdrawal form (article R221-1 of the French Consumer Code)

(Complete and return this form only if you wish to withdraw from the contract.)

To MIDOLIA, 8 rue Saint-Fargeau, 75020 Paris, France — studioleizart@gmail.com:

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service (*):

• Ordered on (*):

• Name of consumer(s):

• Address of consumer(s):

• Signature of consumer(s) (only if this form is notified on paper):

• Date:

(*) Delete as appropriate.

Appendix 2 — Statutory guarantees for digital content and services (regulatory information boxes)

For information only — the binding text is the official French text of the models annexed to articles D211-3 and D211-4 of the French Consumer Code (decree no. 2022-946 of 29 June 2022), reproduced in the French version of these Terms.

Service supplied once (website, application, agent, delivered files)

The consumer has a period of two years from the supply of the digital content or digital service to obtain the implementation of the statutory guarantee of conformity in the event of a lack of conformity appearing. During a period of one year from the date of supply, the consumer only has to establish the existence of the lack of conformity and not the date on which it appeared. The statutory guarantee of conformity entails the obligation to supply all updates necessary to keep the digital content or digital service in conformity. The statutory guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay following the request, free of charge and without significant inconvenience. The consumer may obtain a price reduction while keeping the digital content or digital service, or may terminate the contract and obtain a full refund in exchange for giving up the digital content or digital service, if:

• 1° The trader refuses to bring the digital content or digital service into conformity;

• 2° Bringing the digital content or digital service into conformity is unjustifiably delayed;

• 3° Bringing the digital content or digital service into conformity cannot be done without costs imposed on the consumer;

• 4° Bringing the digital content or digital service into conformity causes significant inconvenience to the consumer;

• 5° The lack of conformity of the digital content or digital service persists despite the trader's unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer is then not required to first request that the digital content or digital service be brought into conformity. Where the lack of conformity is minor, the consumer is entitled to cancel the contract only if the contract does not provide for payment of a price. Any period of unavailability of the digital content or digital service in order to bring it back into conformity suspends the remaining guarantee period until the digital content or digital service is supplied again in conformity. The rights mentioned above result from the application of articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code. A trader who obstructs in bad faith the implementation of the statutory guarantee of conformity incurs a civil fine of up to €300,000, which may be increased to up to 10% of average annual turnover (article L. 242-18-1 of the French Consumer Code). The consumer also benefits from the statutory guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for a period of two years from discovery of the defect. This guarantee gives entitlement to a price reduction if the digital content or digital service is kept, or to a full refund in exchange for giving up the digital content or digital service.

Service supplied continuously (Maintenance, hosting)

The consumer is entitled to the implementation of the statutory guarantee of conformity in the event of a lack of conformity appearing during a period of [duration of the Maintenance subscription] from the supply of the digital content or digital service. During this period, the consumer only has to establish the existence of the lack of conformity and not the date on which it appeared. The statutory guarantee of conformity entails the obligation to supply all updates necessary to keep the digital content or digital service in conformity during [the duration of the Maintenance subscription]. The remaining paragraphs are identical to those of the "supplied once" box above, from "The statutory guarantee of conformity entitles the consumer…" to the end.

Appendix 3 — Renewal of contracts (articles L215-1 to L215-3 and L241-3 of the French Consumer Code)

For information only — the binding text is the official French text reproduced in the French version of these Terms.

Article L215-1 — For service contracts concluded for a fixed term with a tacit renewal clause, the service provider informs the consumer in writing, by a dedicated personal letter or e-mail, no earlier than three months and no later than one month before the end of the period allowing renewal to be refused, of the possibility of not renewing the contract concluded with a tacit renewal clause. This information, given in clear and understandable terms, states, in a conspicuous box, the deadline for non-renewal. Where this information has not been sent in accordance with the first paragraph, the consumer may terminate the contract free of charge at any time from the renewal date. Advance payments made after the last renewal date or, for open-ended contracts, after the date the initial fixed-term contract was converted, are then refunded within thirty days of the termination date, after deduction of the amounts corresponding, up to that date, to the performance of the contract. The provisions of this article apply without prejudice to those that legally subject certain contracts to specific rules on consumer information. By way of exception to the first paragraph, for television service contracts within the meaning of article 2 of Law no. 86-1067 of 30 September 1986 on freedom of communication and for on-demand audiovisual media service contracts, the consumer may terminate the contract free of charge at any time from the first renewal, if they move home or their tax household changes.

Article L215-2 — The provisions of this chapter, with the exception of article L. 215-1-1, do not apply to operators of drinking water and sanitation services.

Article L215-3 — The provisions of this chapter also apply to contracts concluded between professionals and non-professionals.

Article L241-3 — Where the professional has not made the refund under the conditions provided for in article L. 215-1, the sums due bear interest at the statutory rate.

PART III — WEB AND ARTIFICIAL INTELLIGENCE

Chapter 12 — What the Client provides

Article 12.1 — Content, access, answers

1. The Client provides, within the deadlines of the Quote, the content (texts, images, logos, trademarks, data), the access (domain name, hosting, third-party service accounts) and the answers needed for the Service. It warrants that it has the right to use them (article 5.4).
2. MIDOLIA's deadlines run from receipt of what is needed. Any delay by the Client extends them accordingly.
3. If the Client does not provide what is needed for sixty days after a written reminder, MIDOLIA may invoice the work done to date and suspend the Service; it resumes it, subject to availability, on receipt of the items.

Article 12.2 — Accessibility

The digital accessibility requirements that apply to the Client by reason of its activity are taken into account where they appear in the Quote; the Client points them out before the Order.

Article 12.3 — A single contact person

The Client appoints a person authorised to approve each stage. That person's approvals and requests bind the Client.

Chapter 13 — Delivery and acceptance testing

Article 13.1 — Acceptance testing

1. When a Deliverable is made available, the Client has eight calendar days to check it and send its reasoned reservations in writing, by reference to the Quote.
2. MIDOLIA corrects the defects reported in the reservations that correspond to a discrepancy with the Quote, then makes the Deliverable available again for a new checking period covering only the corrected points.
3. A request that is not in the Quote is not a reservation: it is a new request (article 2.4).
4. Delivery is recorded under the conditions of the definition in article 1.3. For a Business Client, putting the Deliverable into operation (going live to the public, use by its customers) also counts as Delivery, without erasing reservations already made in writing.

Article 13.2 — Warranty of proper operation

For three months after Delivery, MIDOLIA corrects free of charge any operating defect that prevents a Deliverable from working in accordance with the Quote, unless it results from a change made by the Client or a third party, from a failure of a Third-party Supplier under the conditions of chapter 4, or from non-compliant use, and without prejudice to a breach by MIDOLIA. This warranty is in addition to the statutory guarantees.

Chapter 14 — Maintenance

Article 14.1 — Maintenance required unless waived

1. Every website, application or agent created by MIDOLIA is delivered with a Maintenance subscription covering: hosting, domain name, updates, security patches, backups and monitoring. Its price and duration are stated in the Quote.
2. Maintenance is an obligation of means under the conditions of chapter 4.
3. The Client remains free to refuse it, under the conditions of article 14.2; this refusal changes neither the price nor the terms of the creation.

Article 14.2 — Refusal of Maintenance: waiver

1. The Client may refuse Maintenance. It then signs the waiver attached as an appendix, after receiving and initialling the risk sheet.
2. On Delivery, MIDOLIA hands over to the Client the files, a full backup, all administrator access and the licence information. A delivery report, signed by both parties, records proper operation on that date, any reservations, and the fact that MIDOLIA no longer keeps any access to the website or its hosting.
3. From Delivery, the Client alone is responsible for hosting, updates, security and backups and, as data controller, for the compliance and security of the personal data collected by its website. MIDOLIA is not liable for breakdowns, hacking, data loss or incompatibilities occurring afterwards and resulting from the absence of Maintenance, unless the damage stems from a defect existing at Delivery or from a fault of MIDOLIA.
4. The waiver does not affect the statutory guarantees referred to in article 5.3. Any intervention requested afterwards is the subject of a Quote.

Article 14.3 — Duration and end of Maintenance

1. Maintenance is concluded for the duration stated in the Quote, then renews for successive periods of the same length, unless terminated in writing at least one month before the renewal date. For a Consumer or Non-professional Client, MIDOLIA informs the Client, in a dedicated written message sent no earlier than three months and no later than one month before the deadline for refusing renewal, of its right not to renew, with that deadline highlighted (article L215-1 of the French Consumer Code). Articles L215-1 to L215-3 and L241-3 of that code are reproduced in an appendix.
2. At the end of Maintenance, whatever the reason, the reversibility provided in article 17.3 applies.

Chapter 15 — Artificial intelligence agents and modules

Article 15.1 — What an artificial intelligence produces

1. MIDOLIA undertakes to deliver an agent or module configured and tested in accordance with the Quote (instructions, sources, limits, acceptance tests). Its answers are produced using a model supplied by a Third-party Supplier and may be inaccurate, incomplete or unsuitable: for the content of each answer, MIDOLIA is bound by a best-efforts obligation (article 4.1), within the limits of chapter 5.
2. The Client controls the use it makes of the answers and remains responsible for the decisions it takes and the information it gives its own customers.
3. The Client does not entrust an agent with a decision having legal or similarly significant effects on a person without human oversight.

Article 15.2 — Roles and transparency (Regulation (EU) 2024/1689 on artificial intelligence)

1. MIDOLIA designs and configures the agent; the Client, which uses it under its authority, is its deployer within the meaning of the Regulation. The Client ensures human oversight of its use and complies with the obligations incumbent on the deployer.
2. MIDOLIA configures the agent to inform clearly any natural person interacting with it, at the latest at the first interaction, that they are interacting with an artificial intelligence; where the agent produces content that must be marked as generated, MIDOLIA provides for that marking. The Client does not remove these notices.

Article 15.3 — Data entrusted to the model

1. Data sent to the agent is processed by the model Supplier, a sub-processor within the meaning of article 17.1. MIDOLIA selects Suppliers and settings that exclude the use of this data for training the models. The list of model Suppliers, their place of processing and the safeguards for transfers outside the European Union are set out in the "Processing entrusted" appendix.
2. The Client sends to an agent neither data falling under article 9 of the General Data Protection Regulation (health, opinions, origin, sexual orientation…), nor full banking data.
3. MIDOLIA does not use one Client's conversations for another Client's agents. The Client may use its agent's answers for its business, subject to article 16.2.3.

Chapter 16 — Intellectual property

Article 16.1 — What is assigned to the Client

1. After payment of the full price, MIDOLIA assigns to the Client, worldwide and for the full term of the rights, the rights of reproduction, communication to the public (droit de représentation under French law) and adaptation in the elements created specifically for the Client and listed in the Quote (graphics, texts written for the Client, code specific to the Deliverable), excluding the elements of article 16.2, for the operation of the Deliverable and the Client's communication, online and offline, on any existing or future medium.
2. Before payment in full, the Client has only a right to use the Deliverable, which MIDOLIA may suspend in the event of non-payment under the conditions of article 3.6. If the Contract is terminated for non-payment, this right of use ends.

Article 16.2 — What remains with MIDOLIA or third parties

1. MIDOLIA retains its tools, methods, libraries, page templates and generic know-how; the Client receives the right to use them in its Deliverable, without time limit.
2. Third-party components (open-source software, themes, plugins, fonts, stock images, online services) remain subject to their own licences, which the Client complies with.
3. Content produced by an artificial intelligence is handed over without any guarantee that it can be protected by copyright or that it bears no resemblance to existing content; the Client checks it before publishing it.
4. MIDOLIA warrants that the elements it has itself created for the Client, excluding content produced by an artificial intelligence, elements supplied by the Client and third-party components, do not infringe the rights of a third party; it defends the Client in the event of a claim, within the limits of chapter 5.

Article 16.3 — Reference

Unless the Client refuses in writing, MIDOLIA may cite its name, logo and an image of the Deliverable among its references.

Chapter 17 — Data hosted for the Client; duration; reversibility

Article 17.1 — MIDOLIA as processor

Where MIDOLIA hosts or processes personal data on behalf of the Client (forms, customer accounts, agents), it acts as a processor within the meaning of article 28 of the General Data Protection Regulation. It: processes the data described in the "Processing entrusted" appendix (subject matter, duration, nature, purpose, categories of data and of data subjects) on the Client's documented instructions and solely for performance of the Contract; informs the Client immediately if an instruction appears to infringe the law; ensures the confidentiality of the persons who have access to it; takes appropriate security measures; engages another processor (Third-party Supplier) only under the general written authorisation the Client gives by accepting the Quote, informing the Client in advance of any addition or replacement, the Client being able to object, and imposing the same obligations on that processor; assists the Client in responding to data subjects' requests and in meeting its obligations; notifies the Client of any personal data breach without undue delay and no later than forty-eight hours after becoming aware of it; makes available to the Client the information needed to demonstrate compliance with these obligations and allows one audit per year, at the Client's expense, with thirty days' notice; deletes or returns the data at the end of the Contract, at the Client's choice. The Client remains the data controller.

Article 17.2 — Duration and termination

1. A creation Service ends on its Delivery. A subscription follows article 14.3.
2. In the event of a serious breach by a party, not remedied thirty days after a formal notice, the other party may terminate the Contract in writing, without prejudice to its other rights.

Article 17.3 — Reversibility

At the end of a subscription, whatever the reason, MIDOLIA hands over to the Client, at its request made within thirty days, its files, its data and a full backup in a standard format, and assists it with the transfer to another provider. Assistance beyond one hour is invoiced on the basis of a Quote. Eight days before deletion, MIDOLIA reminds the Client in writing; after thirty days, the data is deleted. Retention obligations specific to the Client's business remain the Client's responsibility.

Chapter 18 — Analysis and demonstration pages (Ozelie)

Article 18.1 — Nature

MIDOLIA may send a business an analysis page of its website and a demonstration mock-up, as an example. These pages are neither an offer, nor an Order, nor a Deliverable: they bind neither the business nor MIDOLIA (article 1.6.3).

Article 18.2 — Discretion and removal

These pages are not indexed by search engines and are accessible only through their link. Elements taken from the business's website remain its property and are used only for this demonstration. The business may request at any time, by simple message, the removal of its pages and the end of all contact: MIDOLIA acts on it without delay.

Appendix 4 — Maintenance refused: risk sheet and waiver (article 14.2)

Risk sheet (to be initialled) — Without maintenance, your website is exposed to: hacking and malicious code injection; permanent data loss for lack of backups; incompatibilities and breakdowns due to obsolescence; non-compliance with the General Data Protection Regulation (possible CNIL sanctions); loss of search engine ranking.

Waiver

1. Prior information — MIDOLIA (trading as Agence de Com) offers with each website a Maintenance subscription covering: hosting, domain name, updates, security patches, backups, monitoring. The Client declares having received and initialled the risk sheet above and nevertheless refuses this subscription.
2. Delivery — On Delivery, MIDOLIA hands over to the Client: the website files, a full backup, all administrator access and the licence information (themes, plugins). A delivery report, signed by both parties, records that the website works properly on that date and any reservations. From Delivery, MIDOLIA keeps no access to the website or its hosting, as recorded in the delivery report. The Client alone chooses, subscribes to and pays for its hosting and domain name.
3. Transfer of responsibility — From Delivery, the Client alone is responsible for the website's hosting, updates, security and backups. As data controller, it alone ensures the compliance and security of the personal data collected by its website. MIDOLIA is not liable for breakdowns, hacking, data loss or incompatibilities occurring after Delivery and resulting from the absence of Maintenance, unless the damage is attributable to a defect existing at Delivery or to a fault of MIDOLIA.
4. Statutory guarantees — This waiver does not prevent: (i) the guarantee against hidden defects (articles 1641 et seq. of the French Civil Code); (ii) for a Consumer Client, the mandatory statutory guarantees of the French Consumer Code, in particular the statutory guarantee of conformity, which the Client enjoys during the statutory periods. Defects present at Delivery, reported as reservations or discovered later, remain MIDOLIA's responsibility under the applicable guarantees.
5. Later interventions — Any intervention requested after Delivery is the subject of a Quote and invoiced at the current rate.

Done in Paris, on …………… — Signature of the Client preceded by the words "Read and approved; maintenance refused": …………………… — For MIDOLIA (Agence de Com): ……………………

Appendix 5 — Delivery report (articles 13.1 and 14.2)

• The Deliverable ……………………………… was made available on ……………… . The parties record that it works on that date.

• Reservations, if any (discrepancies with the Quote): ………………………………………………

• Access and licences handed over: ………………………………………………

• If Maintenance is refused: MIDOLIA declares that it no longer holds any access to the Deliverable or its hosting.

Signatures of both parties, date.

Appendix 6 — Processing entrusted (article 17.1; to be completed for each Quote that creates processing)

Item	Content
Subject matter and nature	e.g. contact form, customer accounts, chatbot, hosting
Purpose	the Client's (contact requests, sales, customer service…)
Duration	duration of the Contract, then reversibility under article 17.3
Categories of data	identity, contact details, message content… (never data under article 9 of the GDPR nor full banking data)
Data subjects	the Client's visitors, customers, prospects
Sub-processors	hosting provider (OVH, France); artificial intelligence model providers used by the agent: name, place of processing, safeguards for transfers outside the EU (adequacy decision or standard contractual clauses), "no training" setting
Security measures	restricted access, encrypted exchanges (HTTPS), backups, logging