General Terms and Conditions of Sale

These General Terms and Conditions of Sale (the “Terms”) govern the services provided by:

Studio ZIZA
Suzanne Meunier
French sole proprietor under the micro-entrepreneur regime
SIRET No.: 89957416400047
Address: Paris, France
Email: contact@studio-ziza.com

Studio ZIZA provides creative visual services for brands, agencies, and business clients, including in particular:

• creation of photorealistic visuals; 
• visual art direction; 
• product and space staging; 
• digital visual content adapted to commercial and editorial uses. 

The scope, deliverables, timeline, and usage rights applicable to each project are specified in the quotation, proposal, or any other contractual document accepted by the client.

These Terms apply to all services provided by Studio ZIZA.

Unless otherwise expressly agreed in writing, any approval of a quotation, written confirmation, signature, or payment of a deposit shall constitute full acceptance of:

• these Terms; 
• the quotation or proposal concerned; 
• the project scope described in the relevant contractual documents. 

Any purchasing terms and conditions of the client shall not apply unless expressly accepted in writing by Studio ZIZA.

All services are subject to a prior quotation or proposal.

An order becomes final upon receipt by Studio ZIZA of:

• the signed quotation, or any clear written confirmation of acceptance; 
• and, where applicable, the deposit indicated in the quotation. 

Any request beyond the initial scope may result in an additional quotation, revised pricing, and/or an adjusted delivery schedule.

Unless otherwise stated, prices are expressed in euros (EUR) and exclusive of tax.

Where French VAT is not applicable, invoices may state:
VAT not applicable – Article 293 B of the French General Tax Code.

The prices applicable to the project are those set out in the quotation accepted by the client.

Unless otherwise agreed in writing:

• no discount, rebate, or price reduction is automatically granted; 
• no early payment discount applies. 

Unless otherwise stated in the quotation:

• a 40% deposit is due upon order confirmation; 
• the balance is due upon delivery of the final deliverables or upon issuance of the final invoice, as specified in the quotation. 

Payments shall be made by bank transfer unless another method is agreed in writing.

Unless otherwise agreed, invoices are payable within 30 days from the invoice date.

For international clients:

• all payments must be made in EUR, unless another currency is expressly agreed in writing; 
• any bank charges, intermediary transfer fees, exchange fees, or similar transaction costs shall be borne exclusively by the client; 
• any withholding tax, deduction, or levy imposed by a foreign authority shall be borne by the client, so that Studio ZIZA receives the full net invoiced amount, except where mandatory law requires otherwise. 

If the client is required by law to make a deduction or withholding, the client shall provide Studio ZIZA with the corresponding official supporting documentation without delay.

In the event of late payment, late payment penalties shall automatically apply from the day following the payment due date shown on the invoice, without the need for any reminder.

The applicable late payment interest rate shall be equal to the European Central Bank refinancing rate in force plus 10 percentage points, where French mandatory rules apply.

In addition, a fixed compensation of EUR 40 for recovery costs shall be due for each late-paid invoice where French mandatory rules apply.

Where actual recovery costs exceed this amount, Studio ZIZA reserves the right to claim additional compensation upon justification.

In the event of non-payment or late payment, Studio ZIZA also reserves the right to:

• suspend performance of the services; 
• postpone delivery of the deliverables; 
• refuse any new order; 
• demand immediate payment of all outstanding sums. 

Any completion or delivery timeframe is provided for information purposes only unless expressly agreed otherwise in writing.

Execution time may vary depending on, among other things:

• the complexity of the project; 
• the quality and completeness of the material provided by the client; 
• the client’s responsiveness and approval times; 
• the number and nature of requested changes. 

Studio ZIZA shall not be liable for delays caused by the client or by force majeure.

Unless otherwise stated in the quotation, the service includes two rounds of revisions.

Any additional revision, major rework, change of creative direction, or request outside the original scope may be subject to additional fees and/or an extension of the timeline.

The client undertakes to provide, in due time, all information and materials necessary for proper execution of the services, including where relevant:

• a clear brief; 
• useful references; 
• usable product visuals; 
• accurate technical information; 
• brand guidelines and internal approvals. 

The client warrants that it holds all rights, permissions, licenses, and authorizations necessary for the use of all materials, files, references, trademarks, logos, images, and other content supplied to Studio ZIZA.

The client remains solely responsible for:

• the accuracy of the information provided; 
• the legality of the content supplied; 
• the legal and commercial compliance of the final use of the visuals; 
• all approvals given prior to publication, distribution, or use. 

Studio ZIZA shall not be liable for any consequence resulting from inaccurate, incomplete, unlawful, or unusable elements provided by the client.

Deliverables are supplied in digital format only.

Unless otherwise stated, visuals are delivered in high resolution and in a format suitable for the agreed digital uses.

Source files, editable production files, prompts, working files, internal methods, drafts, or intermediate production materials are not included unless expressly agreed otherwise in writing.

Unless expressly agreed otherwise in writing, the visuals created by Studio ZIZA are licensed for digital use only, including in particular:

• websites; 
• e-commerce product pages; 
• social media; 
• digital newsletters; 
• online presentations; 
• digital advertising campaigns. 

Unless expressly authorized in writing, the following uses are excluded:

• print; 
• packaging; 
• publishing; 
• in-store displays or point-of-sale materials; 
• outdoor advertising; 
• press distribution; 
• resale, sublicensing, redistribution, or transfer to third parties; 
• use outside the agreed project scope. 

Where the quotation or proposal expressly grants digital exploitation rights, such use may be authorized on a worldwide basis, solely for the digital channels and purposes expressly agreed between the parties.

Any extension of use beyond the agreed scope shall require prior written approval and may result in additional fees.

Studio ZIZA retains full ownership of all intellectual property rights in and to its creations, concepts, compositions, art direction, production files, preparatory work, methods, and deliverables until full payment of all sums due.

Upon full payment, the client is granted a non-exclusive, non-transferable, non-sublicensable license to use the final deliverables strictly within the scope defined in the quotation, proposal, or other written agreement between the parties.

This license is strictly limited by:

• its scope; 
• its purpose; 
• its territory; 
• its duration; 
• the authorized media and channels. 

Any use not expressly authorized is prohibited.

Unless otherwise agreed in writing, the client may not resell, transfer, sublicense, redistribute, or materially alter the deliverables.

Any complaint relating to the deliverables must be submitted in writing within 7 calendar days from delivery.

Failing such written complaint within this period, the deliverables shall be deemed accepted.

If the client cancels the project after order confirmation:

• any deposit already paid shall remain due and non-refundable; 
• all work already performed, whether delivered or not, may be invoiced on a pro rata basis; 
• any expenses specifically incurred for the project shall remain payable by the client. 

If cancellation results from a serious breach by Studio ZIZA of its contractual obligations, only work actually completed and usable may be invoiced.

Each party undertakes to keep strictly confidential all non-public information, documents, exchanges, technical data, commercial information, and strategic elements received in the course of the business relationship, unless disclosure is required by law or expressly authorized in writing.

Studio ZIZA undertakes to perform the services with reasonable professional care and in accordance with the scope agreed in the quotation.

Studio ZIZA shall not be liable for:

• the client’s use of the deliverables; 
• the client’s publication, adaptation, or distribution of the visuals beyond the agreed scope; 
• the client’s commercial, advertising, or marketing results; 
• indirect, incidental, consequential, or loss-of-profit damages. 

In any event, Studio ZIZA’s total liability shall be limited to the total amount actually paid by the client for the relevant project, except where mandatory law provides otherwise.

The services offered by Studio ZIZA are intended for professional clients and are custom-made.

Accordingly, any statutory withdrawal right applicable to consumers does not normally apply, except where mandatory legal provisions expressly provide otherwise.

These Terms and any contract entered into with Studio ZIZA shall be governed by French law, subject to any mandatory rules applicable under international private law.

The parties shall attempt to resolve amicably any dispute before initiating legal proceedings.

Failing an amicable resolution, disputes shall be submitted to the courts having jurisdiction over the registered office of Studio ZIZA, subject to any mandatory jurisdiction rules that may apply.

These Terms may be provided in French and in English.

In the event of any inconsistency or difference of interpretation between language versions, the French version shall prevail, unless otherwise expressly agreed in writing.