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Terms and Conditions

General Terms and Conditions of Sale Applying to Emeraude Escape Services

Preamble
The signature of a quotation (sent by e-mail or mail) implies unreserved acceptance of these general terms & Conditions, which are intended to govern the contracts concluded between Emeraude Escape and its Clients.

Article 1:
“Emeraude Escape” refers to the company Emeraude Escape, SARL with a capital of 50,000 euros whose registered office is located at 68 bd pasteur, 75015 Paris, RCS Paris 843 579 111.
“Client”, “Customer”, or “Buyer” means any legal or natural person who has signed a quotation issued by Emeraude Escape.

Article 2: Purpose
The purpose of this contract is to define the general terms and conditions of sale as well as the methods according to which Emeraude Escape provides the services to its Clients. They are composed of 16 articles.
Quotations serve as purchase orders, in paper or electronic format. They form an integral part of this contract.

Article 3: Quantity & Price

3.1. Estimate
The QUOTATION clearly specifies the quantities and prices. The CLIENT and SARL EMERAUDE ESCAPE are committed to these quantities and prices, which cannot be modified without the prior written consent of the co-contracting party. The Client certifies having understood the different elements that constitute the QUOTATION and the different ranges mentioned in the QUOTATION.

3.2. Modification of the contract
Any modification of the CONTRACT is subject to the prior written acceptance of EMERAUDE ESCAPE.

3.3. Order cancellation
The order is the subject of the CONTRACT. It cannot be canceled except with the express and prior agreement of SARL EMERAUDE ESCAPE. In this case, the deposit already paid will remain with SARL EMERAUDE ESCAPE as a penalty clause. The CLIENT must also compensate SARL EMERAUDE ESCAPE for the costs incurred (in particular specific equipment, study costs, labor and supply costs, tools, etc.) and the direct and indirect consequences resulting therefrom.

3.4. Price

3.4.1. OBJECTS
The prices of the products are contractualized in the ESTIMATE in euros excluding and including all taxes (VAT + other possible taxes) on the estimate, excluding specific shipping costs. For all products shipped outside the European Union and/or DOM-TOM, the price is calculated excluding taxes automatically on the invoice. Customs duties, local taxes, import duties or state taxes may be payable. These rights and sums will be borne by the CLIENT and are their responsibility (declarations, payment to the competent authorities, etc.). The Seller invites, as such, the Client to inquire about these aspects with the corresponding local authorities. SARL EMERAUDE ESCAPE reserves the right to modify its prices at any time, but the product will be invoiced on the basis of the price in force at the time of validation of the order, subject to availability.
3.4.2. WORKFORCE
The prices indicated in the QUOTATION include the material as well as the labour. EMERAUDE ESCAPE reserves the right to invoice the labor separately if the client’s project requires it.
3.4.3. TRAVELLING EXPENSES
Will also be invoiced, if applicable, the travel, subsistence and
accommodation hired for the performance of the services. VAT at the current rate is added, where applicable, to the fees and disbursements.

Article 4: Duration of Emeraude Escape offers
This contract is taken out for a period of one year from its effective date as defined in article 10 below. This will be renewed by tacit agreement in accordance with the provisions of article 11 below. It may be terminated by either party in accordance with the provisions of Article 12 below.

Article 5: Intellectual Property and Confidentiality

5.1. Intellectual property

5.1.1. Documents
All elements of design, technique, computer code, plans, drawings, models, studies, descriptions, technical documents, quotes, and in general any document delivered or sent to the CLIENT, are communicated within the framework of a loan for use whose purpose is exclusively limited to the evaluation and discussion of the commercial offer of EMERAUDE ESCAPE.
These documents and the know-how used remain the exclusive property of SARL EMERAUDE ESCAPE, which retains all material and intellectual property rights. Under no circumstances may they be communicated or divulged without the prior consent of EMERAUDE ESCAPE.
These documents must be returned to SARL EMERAUDE ESCAPE on first request. The same applies to studies that the seller proposes to improve the quality or the cost price of the products, by an original modification to the specifications. These modifications accepted by the CLIENT cannot lead to a transfer of liability against SARL EMERAUDE ESCAPE.
5.1.2. Transfer
Any transfer of intellectual property rights or know-how must be the subject of a specific contract between EMERAUDE ESCAPE and the CLIENT.The services of SARL EMERAUDE ESCAPE involve the use of goods subject to intellectual property rights. For the specific needs of the services, SARL EMERAUDE ESCAPE may use or design equipment and scenarios, in particular Escape games. These tools will be made available to the buyer for the duration of the contract as is and without any attached guarantee, for the simple purpose of use. They must not be distributed, shared or communicated to third parties, whether in whole or in part. This temporary provision will not entail any transfer of rights or guarantee, whatever the title, for the benefit of the buyer or that of the third party. SARL EMERAUDE ESCAPE retains exclusive ownership and reserves all right, title and interest in:
– the original elements appearing in the works, documents, projects, memos, consultations, opinions, conclusions or other procedural acts, etc… carried out within the framework of the services, including in a non-limiting way, any copyright, registered trademark and any other intellectual property rights relating thereto and; all the methods, processes, techniques, developments, designs, techniques, and know-how, incorporated or not, of the services or that SARL EMERAUDE ESCAPE would be required to develop or provide as part of the services
– the source codes of electronic products, computer codes and software, which cannot under any circumstances be delivered to the customer.The buyer may, without geographical limitation and free of charge, use internally and for the duration of copyright protection, the elements designed by SARL EMERAUDE ESCAPE and integrated into its work. The buyer is prohibited from distributing, marketing, exploiting and more generally making available or granting the use of these same achievements and more generally not granting the use of these same elements to third parties without the agreement of the SARL EMERAUDE ESCAPE.

Article 6: Conditions of use of Emeraude Escape services Regarding all work

6.1 References
The Client authorizes Emeraude Escape to quote on its own communication media (website, brochures, etc.) the elements (name, logo, etc.) likely to identify the Client and this by way of reference.

6.2 Provisional timetable
In the event that Emeraude Escape indicates to the Client a work schedule, this is provisional and takes particular account of:
– a Client response time of less than 2 working days to all e-mails from the agency;
– a maximum of Feedback Lops defined according to our standard conditions below:

Kick-off meeting / 1H
Weekly meeting / 1H

6.2.1 GAME DESIGN – Scenarios and puzzles
– Writing of 2 or 3 synopsis of scenarios consistent with the messages to be addressed
– Modification: 2 maximum Feedback Loops possible by email
– Proposal for a game sequence around the chosen synopsis including the puzzles and their articulation (number of players per team, number of spaces delimited in the game, time spent in each space, etc.), sketches of the puzzles and their articulation between them
– Proposal for the layout of the play area(s), creation of an ambient moodboard
– Validation of game universes for graphic production
– Modification: 2 maximum Feedback Loops possible
6.2.2 DESIGN
– Detailed and definitive design of the puzzles and their articulation between them.
– Detailed design of sets, game media, accessories and electronic mechanisms.
– Modification: 2 maximum feedback loops possible

After this phase, no more changes related to puzzles and graphics will be possible.

6.2.3 PRODUCTION
– Design and manufacture of game materials.
– Production of sets, accessories, furniture and electronic mechanisms. Provision of audiovisual material (video, sound and light environment). Layout of all the elements made in the play area.
– Production of training materials for Game Masters.
– Modification: 1 Feedback Loop possible
6.2.4 LAUNCH
– Beta-tests and training of your teams
6.2.5 DELIVERY and release of the game
In addition, any delay in delivery of content compared to the schedule initially set orally or in writing will have an impact on the overall duration of the project. The Client will not be able to denounce a delay in delivery if the contents have not been delivered in their entirety within the time initially planned.

6.3 Regarding the creation of the game

6.3.1 Specifications
In order to successfully carry out the projects, the Client must send precise and exhaustive technical specifications to Emeraude Escape. On this basis, Emeraude Escape will establish an estimate which will become the reference document for the conduct of the project. The elements which would have been mentioned in the expression of need, the specifications or orally and which would not be explicitly mentioned in the estimate are not included in the scope of the project. In the absence of details in the quote, Emeraude Escape will make the technical and functional choices according to its experience, without these being able to be disputed by the Client.
6.3.2 Graphic models
Whenever necessary, Emeraude Escape will submit to the Client “models” of the achievements to be provided showing the visual aspect of these.
The models will be made with a maximum of 2 iterations per model, unless otherwise specified in the estimate. In the event of additional iterations, an additional estimate will be established by Emeraude Escape, subject to the Client’s acceptance. In the event of refusal of the additional estimate, the work will continue on the basis of the validation by the Client of one of the versions of the models already produced.
After acceptance by the Client of the models (by e-mail or letter), any request for modification of the visual aspect of the achievements concerned will be the subject of an additional estimate, subject to the acceptance of the Client. In case of refusal of the additional estimate, the works will continue on the basis of the first validation of the Client.

Once the development period has started, only minor modifications (text, etc.) and bug fixes will be accepted. Any request for modification of game design or graphics will be the subject of an additional estimate, subject to the acceptance of the Client.

6.4 Validation and amendment to the contract
If for any reason, the Client, during the execution of the contract, validates work carried out by Emeraude Escape (by telephone, e-mail, or mail) and reconsiders his decision later, such a request or objection would lead Emeraude Escape to draw up an additional estimate for the additional work involved, subject to the Client’s acceptance. In case of refusal of the additional estimate, the works will continue on the basis of the first validation of the Client.

If for any reason, during the execution of the contract, the Client formulates a new request that does not comply with the specifications or an objection calling into question the work already carried out, such a request or objection would lead Emeraude Escape to draw up an additional estimate, subject to Client acceptance. In the event of refusal of the additional estimate, the work will continue on the basis of the scope initially planned.

Article 7: Obligations and responsibilities of the Client

Data provided by the Client
The Client will provide all text content in electronic format (Word, Powerpoint or email file). The audio or video supports will be provided in a digital format. The data sent must be final versions. Any request for modification of the game content already integrated will be billed by the hour.
The Client undertakes to collaborate actively with Emeraude Escape by providing it with the information necessary to carry out the work ordered. In the event of non-compliance with this commitment, Emeraude Escape reserves the right, after 3 written reminders (by email or post) and 6 months from the signing of the quote, to terminate the service. Emeraude Escape may then claim payment of the full amount provided for in the signed quote.

Rights and legality
The Client guarantees that his activity is legal and that the activities presented in the games set up by Emeraude Escape comply with the legislation.
The Client guarantees that he owns all the rights to all the elements provided to Emeraude Escape as part of the project (trademarks, images, text content, concepts, etc.).
The Client will assume sole editorial responsibility.
The Client undertakes to release Emeraude Escape from any liability concerning the services or information, signs, images, graphics, sounds or any other multimedia data that it will make available to users. In particular, he will be solely responsible for any act of counterfeiting, parasitism or any violation of intellectual property rights and more broadly for any direct or indirect material or bodily damage caused by the use of the services. He will endorse any dispute that may arise between himself and any third party hereto. In the event that Emeraude Escape is nevertheless held liable by a judicial authority, it undertakes to indemnify Emeraude Escape for the damage resulting from a fault on its part.

Payment period
The Client agrees to pay all invoices within the stipulated time expressed in the quotation and invoice.

Article 8: Obligations and responsibilities of Emeraude Escape

Completion deadlines
Emeraude Escape undertakes to make every effort to carry out the services ordered by the Client, but does not subscribe to any obligation of deadlines, except by special agreement. The performance of the work by Emeraude Escape is in particular subject to the provision by the Client of the information necessary for the completion of the order.

Documents transmitted
Under no circumstances Emeraude Escape can be held responsible for the loss of documents required for the performance of the services ordered. The Client is obliged to send only copies or documents without replacement value.

Limits of liability
Emeraude Escape cannot be held liable for a value greater than the amounts paid by the Client under the contract, whatever the cause. Access by the Client or a service provider to the source code developed by Emeraude Escape releases Emeraude Escape from any liability for any subsequent malfunctions.

Article 9: Data processing
Emeraude Escape and the Client undertake to keep confidential the information and documents concerning the other party, of any nature whatsoever, financial, technical, social or commercial, to which they could have had access within the framework of the execution of the service. The previous provision does not preclude Emeraude Escape from being able to report in its advertisements or commercial documents or commercial offers of all orders made with the possibility of mentioning the Client’s corporate name and the purpose of the service. This possibility does not confer on Emeraude Escape any right over the Client’s trademarks other than those previously mentioned.
If Emeraude Escape is required to process data on behalf of the Client, this processing will be carried out as a subcontractor of the Client. The responsibility of Emeraude Escape could in this context be engaged only in this capacity. Personal data can be deleted at the Client’s request by e-mail sent to [email protected].

Article 10: No poaching
Each of the parties waives, except with prior written agreement, to directly or indirectly make offers of employment to an employee of the other party who has worked within the framework of the service covered by the contract or to take him into its service, under any status. whether it be. This waiver is valid for a period of three years from the date of the employee’s intervention. In the event of violation of this commitment, the party in question will have to pay a penalty of 60 000 €. (Sixty Thousand Euros)

Article 11: Effective date
This contract takes effect upon signature of the quotation, in paper or electronic format.

Article 12: Financial terms
In return for the services provided, the Client agrees to pay Emeraude Escape any amount mentioned on the signed quote according to the terms specified in this document. The rates for these services are those mentioned in the paper or electronic quote. They are exclusive of tax and are payable in EUROS (€). They are payable according to the deadlines mentioned in the estimate.

Any invoice from Emeraude Escape is definitively accepted by the Client if it is not disputed within 8 days of receipt by registered letter or by email setting out in detail the reasons for the dispute.
Pursuant to Article L 441-16 of the Commercial Code, any default or late payment will result in the payment of late payment interest at the rate of 15% per year as well as the immediate suspension of Emeraude Escape services, in awaiting the regularization by the Client.

Article 13: Termination
Emeraude Escape reserves the right to terminate, after written notification (by email, fax or mail), ipso jure and without compensation of any kind, this contract in the event of violation of one of the clauses of the preceding conditions.
In the event of termination of the contract at the initiative of the Client, part of the fees will be due in proportion to the work carried out, with a minimum of 40% of the total amount of the signed estimate.

Article 14: Transferability of the contract
Emeraude Escape reserves the right to assign, transfer or bring to a third party, in any form whatsoever, the rights and obligations arising from this contract.

Article 15: Force majeure
Neither party shall be held liable vis-à-vis the other for the non-execution or delays in the execution of an obligation of this contract which would be due to the fact of the other party following the occurrence of a case of force majeure usually recognized by case law.

Article 16: Applicable laws and competent jurisdictions
Any dispute arising out of or in connection with this contract will be resolved in accordance with the Commercial Court of Paris.