GENERAL TERMS AND CONDITIONS OF SALE (SUPPORT)

praxinos.coop

Effective date: 21 November 2025

ARTICLE 1. scope

These general terms and conditions of sale (hereinafter "GTC") apply automatically, without restriction or reservation, to all IT development services (hereinafter the "Support Services") offered by Praxinos, a cooperative limited liability company with variable share capital, whose registered office is located at 7 avenue de Blida, 57000 Metz, France, registered with the Metz Trade and Companies Register under number 843 876 764 (hereinafter "Praxinos") to any customer, whether a natural or legal person, private or public, acting for purposes falling within the scope of their commercial, industrial, agricultural, craft or liberal activity, including when acting in the name or on behalf of another professional (hereinafter "Client") via contact on any durable written medium (e-mail or paper) and/or by telephone.

The Client or their representative acknowledges that they have the legal capacity required to enter into a contract with Praxinos on the date of signing the Quotation. Praxinos reserves the right to verify the accuracy of the information and statements provided by the Client or their representative.

The Client undertakes to inform Praxinos without delay of any change in their personal circumstances that may affect the contractual relationship arising from these GTC and/or their ability to continue it (implementation of protective measures: guardianship or trusteeship; dissolution of the legal entity; collective proceedings, etc.).

ARTICLE 2. enforceability – validity of the GTC

These GTC are systematically communicated to all Clients prior to or at the same time as the issue of a Quotation.

These GTC may be subject to subsequent amendments at any time by Praxinos. However, the version applicable to the Client is the one in force on the date of signature of the Quotation.

Unless proven otherwise, the data recorded in Praxinos's computer system constitutes proof of all transactions concluded with the Client.

The Client may access the archived GTC by sending a request by email to: contact@praxinos.coop Confirmation of the order by the Client constitutes acceptance without restriction or reservation of these GTC.

It is specified that these GTC and the Quotation form a contractual whole hereinafter referred to as the "Contract".

In the event that any clause of these GTC is found or declared to be invalid or in violation of a provision of public policy, said clause shall be deemed unwritten and all other clauses shall remain in force, unless the remaining obligations become manifestly unbalanced for either party.

In the event of an ongoing commercial relationship between Praxinos and the Client, these GTC shall apply to all future orders and transactions by the Client, without Praxinos being required to attach or refer to them expressly for each order or transaction, provided that these GTC have been sent to the Client in accordance with Article L441-1 of the French Commercial Code.

ARTICLE 3. ordering process

All requests for Support Services shall result in Praxinos providing a Quotation to the Client.

In order to prepare the Quotation, Praxinos shall ask the Client to provide the following information, items and documents (without this list being exhaustive):

  • Version of Unreal Engine used
  • Version of Odyssey used
  • Information related to hardware (computer operating system, processor, graphics card, RAM, version, type of graphics tablet, etc.)
  • Nature of the project (film, series, short film, video game, advertisement, etc.)
  • Total duration of production or its end date
  • Surnames, first names and e-mail addresses of the Persons concerned (see Article 12) by the Support Services
  • Desired videoconferencing platform (Discord or Kmeet; or any other platform provided by the Client)
  • Any preferences regarding the methodology to be followed for the provision of the Support Service.

Unless otherwise stated in the Quotation, it is provided free of charge and is valid for a period of thirty (30) days from the date of issue by email.

Any request for additional/supplementary Support Services not provided for in the Quotation signed by the Client shall be subject to an amendment to the existing Quotation and a price adjustment, if applicable, or shall be subject to a new separate quotation to be accepted by the Client under the terms and conditions set out in these GTC.

Quotation requests may be made by correspondence with Praxinos via email.

Prior to signing the Quotation, it is the Client's responsibility to verify the accuracy of the Quotation and to report any errors to Praxinos immediately.

The Order shall only be considered final after receipt of the unmodified Quotation, dated and signed by the Client, sent to Praxinos by email and after receipt by Praxinos of the full deposit due, if applicable.

For the Order to be validated, the Quotation signed by the Client must be received by Praxinos before the expiry of the Quotation's validity period.

If the Client makes one or more changes before accepting the Quotation, Praxinos reserves the right to refuse them or to propose a new Quotation that will specify its validity period again.

In any event, any deposits required by Praxinos from its Clients shall not be considered as earnest money. The Order placed by the Client under the above conditions constitutes unconditional and unreserved acceptance of these GTC and results in the formation of the Contract.

Praxinos reserves the right to suspend or cancel any order, regardless of its nature and level of execution, in the event of non-payment or partial payment of any sum owed by the Client, in the event of a payment incident, including in relation to previous orders.

ARTICLE 4. rates

4.1. Applicable rates

The rates for Support Services are expressed in Euros, excluding VAT (Value Added Tax), unless the Client expressly requests pricing in their local currency. Value Added Tax (VAT) is added at the rate in force for Clients in mainland France and its overseas departments and regions.

Praxinos reserves the right to modify its rates at any time. However, it is specified that Development Services will be invoiced based on the rates in effect on the date the Quotation is signed.

4.2. Additional services

Any additional services requested by the Client shall be subject to a separate agreement.

4.3. Package

To benefit from the Support Services, the Client subscribes to a package in the Quotation, corresponding to a credit of hours, based on an hourly rate determined in the Quotation.

The credit hours must be used by the Client within a time limit specified in the Quotation. Any hours not used by the Client will be lost and cannot be carried over in the event of contract renewal. The Client will not be entitled to any refund.

Praxinos undertakes to alert the Client on a regular basis regarding the consumption of the credit hours. In the event that the credit is fully consumed, the Parties shall meet to determine whether to add additional credit.

Additional hours may be ordered upon request by email from the Client and will be subject to a new Quotation.

ARTICLE 5. invoicing – deposit

One or more deposits corresponding to a partial amount of the total price of the Support Services ordered may be requested by Praxinos at the time of ordering. The amount of the deposit and its due date are specified in the Quotation, where applicable.

When one or more deposits are required, Praxinos shall provide the Client with a deposit invoice corresponding to the amount of each deposit due, as specified in the Quotation.

A balance invoice (amount specified in the Quotation minus any deposits paid by the Client) shall be issued by Praxinos and sent to the Client upon provision of the Support Services ordered.

Invoices shall be sent electronically to the Client's email address as provided to Praxinos.

At the Client's express written request, these invoices may be sent exclusively in paper form to the postal address provided to Praxinos.

ARTICLE 6. Terms of payment

6.1. Payment process

Unless otherwise specified in the terms and conditions of Article 5 above, the price of the order is payable in full and in a single instalment.

In the case of orders placed by email, the terms of payment are indicated on the Quotation drawn up by Praxinos.

6.2. Payment methods

For all types of orders, the Client shall pay by bank transfer. Information relating to the bank transfer shall be provided to the Client on the Quotation and on the invoice. The Client must pay the full amount of the invoice within the specified time limit.

6.3. Default on payment – penalties

In accordance with legal provisions, any delay in payment of an invoice by its due date shall result, without prior notice, the payment of a late payment penalty at a rate equal to that applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, as well as a fixed compensation fee of forty (40) euros for recovery costs. If the actual collection costs exceed the above lump sum, Praxinos reserves the right to charge the Client any amount due for the collection of the unpaid invoice, in whole or in part, upon presentation of supporting documents.

In the event of non-compliance with the above payment terms, Praxinos also reserves the right to suspend the performance of its obligations under this Contract and/or to reduce or cancel any discounts granted to the Client, after sending a registered letter with acknowledgement of receipt to the Client requesting compliance, which has remained wholly or partially ineffective within eight (8) working days of the first presentation of the letter.

Unless expressly agreed in advance and in writing by Praxinos, and provided that the reciprocal claims and debts are certain, liquid and due, no valid compensation may be made between any penalties for delay in the provision of the Development Services ordered by the Client on the one hand, and the sums owed by the latter to Praxinos under the Contract on the other.

In the event that, for any reason whatsoever, the sums owed by the Client are not received by Praxinos on the due date, the order shall be automatically and immediately cancelled, after formal notice has been sent to the Client by registered letter with acknowledgement of receipt and has remained unsuccessful for a period of fifteen (15) days from its receipt by the Client. The formal notice shall refer to this clause in order to be fully effective.

ARTICLE 7. Terms and conditions for the provision of upport services

7.1. Support services scope

The present terms and conditions include the following support services:

  • Assistance with getting started with Unreal Engine or Odyssey,
  • Advice,
  • Analysis of Unreal Engine projects,
  • Bug or crash analysis,
  • Feasibility testing and reporting on tests performed,
  • Assistance with installing Unreal Engine or Odyssey
  • Travel time for on-site interventions carried out at the Client's request.

Conversely, the following are not included in the scope of Praxinos Support Services:

For requests that are not included in the scope of operational maintenance, a quotation will be provided to meet the requirements.

7.2. Terms and conditions

7.2.1. Business hours

Praxinos Support Services are available to the Client during the following hours:

  • Monday to Friday from 9 a.m. to 6 p.m.;

Except on French public holidays and days of closure defined in advance by Praxinos.

In the event of exceptional closure of Praxinos, the Client will be informed at least 5 working days in advance if possible.

7.2.2. Contacts

The Client shall contact Praxinos by the following means:

  • E-mail from one or more Praxinos employees
  • Via the e-mail address support@praxinos.coop
  • Via a dedicated chat room on the Discord platform

7.2.3. Criticality of incidents

  • Critical:
    • Crash making it impossible to use Odyssey
  • High:
    • Difficult-to-work-around bug making Odyssey usable but complex
    • Workaround crash making Odyssey usable but complex
  • Normal :
    • Easily workarounded bug that does not prevent normal use of Odyssey
    • Request for feasibility testing or advice
    • Analysis of Unreal Engine projects
    • Assistance with installing or getting started with Odyssey or Unreal Engine
    • Ideas and requests for improving the user experience on Odyssey

7.3. Level of service

The service levels that apply to this contract are as follows:

  • Critical: response within 24 hours (business hours)
  • High: response within 48 hours (business hours)
  • Normal: response within 72 hours (business hours)

The classification of the incident is the joint responsibility of the Client and Praxinos. The initial classification of the incident is the responsibility of the Client. However, it may be reclassified by Praxinos after consultation with the Client.

Praxinos undertakes to make every effort to resolve an incident. Nevertheless, the resolution of an incident, regardless of its level of criticality, is never guaranteed, as Praxinos is only bound by an obligation of means towards the Client.

7.4. Time tracking

The time spent processing the request is calculated by the minute.

The time spent is deducted from the package subscribed to under the terms of Article 4.3 of these GTC. The calculation is available upon request by the Client.

7.5. Team and terms and conditions

It is up to Praxinos to determine the size of its team as it sees fit in order to fulfil the obligations undertaken hereunder.

Praxinos undertakes to ensure that its personnel working with the Client in relation to the Services covered by this Agreement are competent and adequately trained, and undertakes to maintain their skills and experience. Praxinos further undertakes to take all necessary measures to protect the Client against any shortcomings or deficiencies on the part of its personnel.

The Services shall be provided by Praxinos remotely, via videoconference, within the time limits set out in Articles 7.2 and 7.3 hereof.

Requests for on-site interventions at the Client's premises may be subject to additional billing, subject to the Client's prior written agreement.

7.6. Obligation of mutual information

In its capacity as an IT professional and in accordance with established case law, Praxinos is subject to a heightened duty to advise, i.e. an obligation to inform, advise, alert and warn:

  • the obligation to provide information consists of Praxinos spontaneously informing the Client of any information it may have that could affect the performance of the Services covered by this agreement;
  • the obligation to advise consists of Praxinos making any recommendations to the Client. When the Client expresses a need or has several choices available to them, it is up to Praxinos to advise them on the most appropriate choices, taking into account best practices in the field and budgetary constraints;
  • The duty to alert consists of notifying the Client of an event whose content and consequences are known and could affect the performance of this agreement.
  • The duty to warn consists of notifying the Client of a known event that could affect the performance of this agreement without being able to analyse the consequences of that event. Alerts and warnings shall be accompanied by the communication of an avoidance or remediation plan, if one exists and provided that Praxinos is aware of it.

Compliance with its enhanced advisory obligation reinforced by Praxinos does not have the purpose or effect of exempting it from compliance with its obligations.

It is the sole responsibility of the Client to implement the recommendations made to them.

ARTICLE 8. duration

The contract is concluded for a fixed term, specified in the Quotation, starting from the date of signature of the Quotation by the Client and payment of the deposit, if applicable.

In this sense, it cannot be renewed by tacit agreement under any circumstances. Consequently, at the end of the initial term, the Parties shall be free to renegotiate a new contract if they so wish.

ARTICLE 9. subcontracting

This Contract is concluded "intuitu personae", in consideration of Praxinos's specific expertise and skills. Consequently, Praxinos undertakes to perform this Contract personally and expressly agrees not to use subcontractors without the Client's prior written authorisation.

ARTICLE 10. force majeure

The parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the French Civil Code.

ARTICLE 11. Intellectual property

In general, each Party retains all intellectual property rights belonging to it prior to the date of conclusion of this Agreement and likely to belong to it during the performance of this Agreement, such as, without this list being exhaustive, all works, inventions, creations, designs, databases, software, tools, methods, know-how, techniques, as well as all improvements and derivatives thereof, and all rights related to such subject matter, including all patents, trademarks, domain names, designs and models, copyright and related rights, trade secrets and any other intellectual property rights and any other corresponding rights worldwide.

ARTICLE 12. personal data

Pursuant to Regulation (EU) 2016/679 of 27 April 2016, known as the "GDPR", and Law No. 78-17 of 6 January 1978, amended by Law No. 2018-493 of 20 June 2018, it is hereby reiterated that certain personal data relating to the Client, its partners, legal representatives and/or staff (hereinafter referred to as "Data Subjects") requested by Praxinos are necessary in particular for the processing, payment and execution of the Training, for any related complaints and invoicing, as well as for the communication of newsletters from Praxinos relating to services similar to those already ordered.

In accordance with the regulations in force, the personal data of the Data Subjects may be communicated to any Praxinos partners responsible for the execution, processing, management and payment of the Training Courses.

In all cases, the personal data of Data Subjects shall not be transferred outside the European Union without the prior written consent of the Data Subjects.

The processing of information provided by Data Subjects complies with legal requirements regarding the protection of personal data, as the information system used by Praxinos ensures optimal protection of such data.

In accordance with current regulations, Data Subjects have the right, at any time and under certain conditions, to information, access and rectification, opposition, erasure, restriction of processing and portability of all their personal data by writing to Praxinos either using the contact form available on the Website or at the following contact email address: legal@praxinos.coop or to the following mail address: Praxinos, 7 AVENUE DE BLIDA, 57000 METZ, FRANCE

PLEASE NOTE: Processing times will be longer if the application is submitted by mail.

Data subjects also have the right to lodge a complaint regarding the use of their personal data with the CNIL (French Data Protection Authority): Commission Nationale de l'Informatique et des Libertés, 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07 - Tel: 01 53 73 22 22 - Fax: 01 53 73 22 00

Data subjects are invited to consult Praxinos personal data privacy policy upon request.

ARTICLE 13. complaints

In the event of a complaint, the Client may submit their complaint within a maximum period of eight (8) days following the Support Service if the complaint concerns the Support Service, or within a period of eight (8) days following the date of dispatch of the invoice if the complaint concerns invoicing by email: contact@praxinos.coop. Praxinos shall have eight (8) days from receipt of the complaint to respond.

ARTICLE 14. responsibility

Praxinos cannot be held liable, in whole or in part, if the Client fails to comply, in whole or in part, with these GTC or in the event of force majeure within the meaning of Article 1218 of the Civil Code as interpreted by case law or due to a third party presenting the characteristics of force majeure.

Praxinos shall in no event, even if its liability is engaged, be required to compensate for damages that are not an immediate and direct consequence of the contractual breach in question.

In any event, Praxinos liability shall be limited to the total amount of the Contract affected by the breach of contract.

ARTICLE 15. disputes

These GTC are subject to French law.

Any dispute arising between the parties concerning the validity, performance, non-performance or termination of these GTC, or which may be linked to these elements directly or indirectly, shall require the parties to seek an amicable settlement before taking legal action.

If a party initiates such an action or claim without first attempting to reach an amicable settlement, that action or claim shall be inadmissible, and the judge hearing the case shall stay proceedings until such time as the parties prove to the judge that they have sought an amicable settlement of their dispute.

If the attempt at amicable settlement fails within one (1) month of the dispute arising, it shall be submitted to the jurisdiction of the courts of Metz (57), at the request of the most diligent Party, notwithstanding multiple defendants, the introduction of third parties or emergency proceedings.

ARTICLE 16. loyalty – good faith

In accordance with Article 1112 of the French Civil Code, the parties declare that the initiation, conduct and termination of pre-contractual negotiations have satisfied the requirements of good faith.

Similarly, and in accordance with Article 1104 of the French Civil Code, which is a matter of public policy, the parties acknowledge and agree that this contract shall be performed in good faith.

The parties undertake to always behave towards each other as loyal partners acting in good faith and, in particular, to promptly inform the other party of any dispute or difficulty that may arise in connection with the performance of this contract or their relations with any third parties.

ARTICLE 17. nullity – severability

In the event that any clause of this contract is found or declared to be invalid or in violation of a provision of public policy, said clause shall be deemed null and void and all other clauses shall remain in force.

ARTICLE 18. temporary waiver of a right

The fact that one of the parties does not exercise, on one or more occasions, the rights, options, claims or actions reserved to it under this contract shall not be interpreted as a waiver or refusal to avail itself of said right, exercise said option, make said claim or take said action.

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