C2Studio.

GENERAL TERMS AND CONDITIONS OF SALE (B2B)

Applicable to services provided by C2 Innov8 (C2 Studio).

Last updated: January 9, 2026

This English translation is provided for convenience only. In case of discrepancy, the French version prevails.

1. Scope

These Terms apply to all services provided by C2 Innov8 (SASU), operating as C2 Studio (the "Provider"), to a business customer (the "Client"). In the event of any conflict, the contractual documents prevail in the following order: quote / SOW (statement of work) / purchase order, then these Terms.

2. Quote, order and start of services

An order becomes binding upon: written acceptance of the quote/SOW (acceptance by email), and payment of the applicable deposit (see Article 5). The Provider may refuse or postpone the start of the services if the prerequisites (access, information, contact persons) are not met.

3. Nature of the services

The Provider's services include in particular: diagnosis, scoping, governance, adoption, training, production deployment of AI solutions and agents, and related support, as set out in the quote/SOW. Unless otherwise stated, the Provider is bound by a best-efforts obligation (obligation de moyens).

4. Prices

Prices are provided on request and set out in the quote/SOW. Unless otherwise stated, they are exclusive of taxes.

5. Invoicing and payment

5.1 Payment terms: Invoices are payable within 30 days end of month.

5.2 Deposits:

  • Agents & starter pack (Activation Hub + training): 50% deposit upon order.
  • Other "project" services (consulting, support, custom training): 30% deposit upon order, then invoicing by milestone/progress (as set out in the quote/SOW).
  • Retainer (if applicable): monthly invoicing in advance (at the start of each period), as set out in the quote/SOW.

5.3 Late payment: In the event of late payment, late payment penalties are automatically due, together with a fixed indemnity for recovery costs, in accordance with the legal provisions applicable between businesses. The Provider reserves the right to suspend the services until payment is made.

6. Client obligations

The Client undertakes to: provide the necessary information within compatible timeframes, provide the required technical access, appoint a contact person with decision-making authority, and validate deliverables within the agreed timeframes. Delays caused by the Client may lead to schedule changes and/or additional invoicing.

7. Acceptance testing, approvals and acceptance

Unless otherwise stated in the quote/SOW, the Client has 7 calendar days from the delivery of a deliverable to accept it or to issue a reasoned rejection. In the absence of a written response, the deliverable is deemed accepted.

8. Confidentiality

Each party undertakes to keep strictly confidential any non-public information received in connection with the services and to use it solely for the performance of the contract.

9. Intellectual property and right of use

9.1 Pre-existing elements: The Provider retains ownership of its pre-existing methods, templates, frameworks, components, prompts, tools and know-how.

9.2 Deliverables: The Client is granted an internal, non-exclusive, non-transferable right to use the deliverables provided, for its own needs.

9.3 Third-party software: Third-party tools and services (e.g. Microsoft, n8n) remain subject to their respective licenses.

10. Data and compliance

The Client remains responsible for its data, access rights and legal/DPO approvals. Where the processing of personal data so requires, the parties may enter into a data processing agreement (DPA).

11. AI / generated content

Some services may include content generated or assisted by AI. The Client remains responsible for its operational use and for the necessary checks.

12. Liability

The Provider's liability is limited to proven direct damages. Cap: the total amount paid under the relevant contract (Projects) or over the last 3 months (Retainer).

13. Termination

Termination terms are set out in the quote/SOW. Any service already started remains due.

14. Force majeure

Neither party shall be held liable for any delay or failure to perform resulting from a force majeure event.

15. Governing law

French law. Exclusive jurisdiction of the courts of Paris.