Legal
General Terms and Conditions of Sale
1. Purpose and Scope
These General Terms and Conditions of Sale (hereinafter the “GTC”) define the conditions under which EDENFRAME offers and provides its creative, design, production, and artistic support services to its Clients.
EDENFRAME’s services may be offered to studios, companies, independent professionals, creators, producers, organizations, or individuals, depending on the nature of the project and the services concerned.
Any order, acceptance of a quotation, approval of a commercial proposal, or commencement of services constitutes acceptance of these GTC by the Client, subject to any specific terms expressly agreed in writing between EDENFRAME and the Client.
These GTC apply to all services provided by EDENFRAME, unless specific provisions are expressly set out in a quotation, commercial proposal, specific agreement, or any other contractual document accepted by the parties.
In the event of any contradiction between these GTC and a specific contractual document accepted by the parties, the specific provisions expressly agreed for the relevant project shall prevail over these GTC, to the extent that they are applicable.
Matters relating to intellectual property, copyright, licenses of use, permitted or prohibited uses of EDENFRAME creations, modifications and adaptations, their integrity and identification, as well as any applicable credit obligations and ethical standards, are governed by the document “EDENFRAME — Copyright & Terms of Use”, which supplements these GTC.
2. Services Offered
EDENFRAME provides creative, design, production, artistic, and creative support services tailored to the specific needs of each project.
The services may include, without limitation:
character design and creation;
environment design and creation;
creation of assets and visual elements;
3D modeling and production;
texturing, look development, materials, and shading;
art direction and artistic support;
visual design and development of artistic identity;
narrative support and creative consulting;
animation, production, or post-production services depending on the skills and resources available at the time of the project;
any other artistic, creative, or technical service expressly defined in a quotation or commercial proposal.
The exact nature, scope, deliverables, deadlines, and specific conditions of each service are defined in the quotation, commercial proposal, or any other contractual document applicable to the project.
EDENFRAME reserves the right to accept or refuse a project based on its nature, feasibility, technical and artistic requirements, available resources, and compatibility with EDENFRAME’s creative and ethical standards.
3. Project Request, Assessment and Acceptance
Any request submitted to EDENFRAME constitutes a project request and does not, by itself, constitute acceptance of the service by EDENFRAME.
Depending on the nature, complexity, or requirements of the project, EDENFRAME may request that the Client provide the information, references, documents, files, or other materials necessary to assess the request.
EDENFRAME may also propose a feasibility study (a “Feasibility Study”) in order to assess the artistic, technical, creative, and/or organizational requirements of the project before any final acceptance of the service.
Such a study may notably assess:
the technical and artistic feasibility of the project;
human and material resource requirements;
the complexity and scope of the service;
estimated timelines;
required deliverables;
any constraints or risks associated with the project.
Acceptance of a project by EDENFRAME occurs only after the parties have approved the conditions of the service and, where applicable, after acceptance of the corresponding quotation or commercial proposal.
EDENFRAME remains free to refuse a service request, particularly where the project is technically or artistically unfeasible under the proposed conditions, where the necessary resources are unavailable, where the requested deadlines cannot reasonably be met, or where the project is incompatible with EDENFRAME’s creative and ethical standards.
Approval of a Feasibility Study, where one is proposed, does not in itself constitute automatic acceptance of the full production of the project, unless otherwise expressly agreed in writing between EDENFRAME and the Client.
4.1 Quotation and Commercial Proposal
Where applicable, EDENFRAME shall issue a quotation or commercial proposal specifying, in particular, the nature of the services, planned deliverables, estimated deadlines, applicable fees, and payment terms.
The quotation or commercial proposal may also specify the specific conditions applicable to the relevant project.
Unless otherwise stated, prices indicated in quotations are expressed in euros.
4.2 Acceptance of the Quotation
The Client may accept the quotation or commercial proposal according to the procedures indicated in the relevant document.
Acceptance of the quotation constitutes the Client’s agreement to the services, deliverables, fees, and specific conditions defined therein.
Performance of the service is subject to the prior payment of an initial amount corresponding to 70% of the total agreed amount, unless the Client pays the full amount before the start of the service.
4.3 Feasibility Study
When EDENFRAME proposes a Feasibility Study, it constitutes a separate paid service, the fee for which shall be communicated to the Client before the study is carried out.
Payment for the Feasibility Study is due independently of the Client’s subsequent decision whether or not to proceed with the production project, unless otherwise expressly agreed in writing.
The completion of a Feasibility Study does not create an obligation for EDENFRAME to accept or carry out the full production of the project.
4.4 Modifications and Additional Services
The services, deliverables, and conditions provided for in the quotation correspond to the scope initially agreed between EDENFRAME and the Client.
Any request for modification, addition, adaptation, or change made by the Client after approval of the initial project may be subject to additional fees where such request results in additional work or changes the initial scope of the service.
EDENFRAME shall inform the Client, before carrying out the relevant additional service, of any additional cost and, where necessary, shall provide a supplementary quotation or commercial proposal.
No additional service shall be invoiced without its cost having first been communicated to and accepted by the Client.
Any modification accepted by the Client may also result in a change to the initially planned deadlines.
4.5 Payment in Installments
Where payment is made in installments, the first payment shall correspond to 70% of the total agreed amount.
The remaining balance may be divided into several installments according to a payment schedule agreed between EDENFRAME and the Client and specified in the quotation, commercial proposal, or any other applicable contractual document.
The payment installments thus agreed are binding on the Client.
4.6 Late or Non-Payment
The Client is required to comply with all payment deadlines agreed with EDENFRAME.
In the event of late payment or non-payment of an installment, EDENFRAME may suspend performance of the services until all outstanding amounts have been fully paid.
Where creations, deliverables, or assets have already been provided to the Client while the full agreed price has not yet been paid, the license of use granted to the Client remains conditional upon full payment of all amounts due for the relevant service.
In the event of continued non-payment after formal notice has been issued and remains without effect within the period specified therein, EDENFRAME may suspend or revoke the license of use granted to the Client concerning the relevant creations.
During suspension or following revocation of the license, the Client must cease all use, distribution, publication, commercialization, or exploitation of the relevant creations and, upon EDENFRAME’s request, remove, return, destroy, or delete them, including the deletion of relevant copies or files, to the extent permitted by applicable law.
Full payment of all outstanding amounts allows the license of use to be reactivated, subject to the other conditions provided for by these GTC and EDENFRAME’s Copyright & Terms of Use.
Amounts already paid for services actually performed and services provided shall remain due to EDENFRAME, subject to any mandatory legal provisions applicable to the relevant Client.
Any applicable late-payment penalties and compensation shall be those provided for under the regulations in force and, where the Client is a professional, under the payment terms applicable to the commercial relationship.
5. Performance of the Services
The services shall be performed according to the stages, procedures, and deadlines defined in the quotation, commercial proposal, or any other contractual document applicable to the project.
Depending on the nature of the service, a project may notably follow the following stages:
Brief → Production → First Proposal or Sample → Client Feedback → Revisions → Approval → Delivery
This organization may be adapted by EDENFRAME according to the nature, complexity, and specific requirements of the project.
Within the framework agreed with the Client, EDENFRAME determines the methods, tools, techniques, and resources necessary to perform the service, subject to any constraints expressly provided for in the quotation or any other applicable contractual document.
The Client agrees to provide EDENFRAME, within the agreed deadlines, with the information, references, files, content, and approvals necessary for the proper performance of the service.
Any delay in providing the necessary materials, submitting feedback, or approving a stage may result in a corresponding delay to the initially planned deadlines.
Where the project involves several approval stages, approval of one stage may result in the transition to the following stage and limit the possibility of challenging previously approved elements, subject to the provisions relating to modifications and revisions set out in these GTC.
EDENFRAME may inform the Client of the progress of the project where this is provided for or necessary, particularly when the nature of the service involves several production phases.
6. Client Obligations
The Client agrees to cooperate in good faith with EDENFRAME and to provide the elements necessary for the performance of the services under the agreed conditions.
In particular, the Client agrees to:
provide EDENFRAME with the information, instructions, references, files, content, and documents necessary for the project;
ensure that the materials provided to EDENFRAME may legally be used within the framework of the service and that, where necessary, the Client holds the corresponding rights and authorizations;
provide sufficiently precise information and instructions to enable EDENFRAME to understand the objectives and expectations of the project;
comply with the agreed deadlines for providing materials, feedback, approvals, and decisions necessary for the progress of the project;
review proposals, samples, deliverables, or approval requests submitted by EDENFRAME within a reasonable period or within the expressly agreed deadline;
notify EDENFRAME of any error, omission, or correction request concerning a stage submitted for approval;
make payments in accordance with the agreed conditions and deadlines;
not use, modify, adapt, transform, or exploit EDENFRAME creations outside the conditions provided for by these GTC and the document “EDENFRAME — Copyright & Terms of Use”, particularly with regard to permitted uses, modifications, integrity, identification, and any applicable credit obligations.
The Client remains responsible for the accuracy, legality, and relevance of the materials, information, and content provided to EDENFRAME.
Where the Client provides materials belonging to third parties, the Client warrants that it has the necessary authorizations for their use and integration into the project.
EDENFRAME shall not be held liable for consequences resulting from information, instructions, files, references, or content that are incorrect, incomplete, unlawful, or provided late by the Client.
The Client also acknowledges that delays in providing materials, delays in approval, or changes in direction may result in modifications to the initially planned deadlines and, where such changes require additional work, additional fees in accordance with these GTC.
7. Modifications, Feedback and Revisions
The Client’s feedback, correction requests, and modification requests shall be taken into account within the production process defined for the project.
A revision corresponds to a cycle of feedback and corrections relating to the service in progress, in accordance with the brief, directions, and initial scope agreed between EDENFRAME and the Client.
The number of revisions included in the service price is the number expressly stated in the quotation or commercial proposal.
Included revisions allow the Client to request corrections consistent with the brief and directions initially agreed, within the number of cycles provided for in the quotation.
Any modification or additional revision request beyond the number of cycles included in the quotation may be subject to additional fees, even where the request remains consistent with the initial brief.
Likewise, any request that substantially modifies a creation, artistic direction, concept, narrative direction, previously approved element, or the initial scope of the service may be considered a modification or additional service, regardless of the number of revisions still available.
Before performing an additional service resulting in additional fees, EDENFRAME shall inform the Client of the corresponding additional cost. The additional service shall only be performed after the Client’s prior acceptance of such cost.
Additional requests may also result in a modification of the initially planned deadlines where their completion requires additional production time.
Where an element has been expressly approved by the Client, any subsequent request seeking to substantially reconsider that element or adopt a different direction may be considered a new request or additional modification and charged accordingly.
8. Delivery and Approval
The services shall be delivered according to the procedures defined in the quotation, commercial proposal, or any other contractual document applicable to the project.
Deliverables may be provided digitally or by any other means agreed between EDENFRAME and the Client.
Where the project provides for one or more approval stages, EDENFRAME shall submit the relevant elements to the Client so that the Client may provide any feedback within the conditions and deadlines applicable to the project.
Where EDENFRAME expressly submits a proposal, concept, sample, deliverable, or any other element requiring the Client’s approval, the Client shall have fifteen (15) days from the date of transmission to submit observations, objections, or modification requests.
In the absence of feedback from the Client within this period, the relevant element shall be deemed accepted and approved by the Client. EDENFRAME may then continue the service on the basis of that element.
Any request made after such approval and seeking to substantially modify the relevant element may be considered a modification or additional service in accordance with these GTC.
The Client is responsible for reviewing the deliverables provided and notifying EDENFRAME of any correction or modification falling within the scope of the service and covered by the revisions provided for in the quotation.
Approval of a deliverable may be given by any means capable of establishing the Client’s agreement, including in writing, by email, messaging, or any other means of communication used within the framework of the project.
Any approval given by the Client confirms the Client’s agreement with the relevant element and allows EDENFRAME to continue production under the agreed conditions.
Where a deliverable or stage has been approved, any subsequent request seeking to substantially modify the relevant element may be considered an additional request and charged in accordance with these GTC.
Where the Client fails to provide the necessary feedback or approvals within the agreed deadlines, EDENFRAME may temporarily suspend production. Delivery deadlines shall then be automatically extended by a period corresponding to the Client’s delay and, where necessary, the additional time required to reorganize production.
Delivery of the files or elements produced does not constitute an assignment of intellectual property rights. The rights applicable to EDENFRAME creations and the conditions under which the Client may use them are defined in the document “EDENFRAME — Copyright & Terms of Use.”
9. Intellectual Property and License
All original creations produced by EDENFRAME as part of a service, including characters, environments, designs, assets, and other creative elements, remain subject to applicable intellectual property and copyright rights.
The detailed conditions relating to intellectual property, copyright, the license of use granted to the Client, permitted and prohibited uses, creative exclusivity, modifications and adaptations, the integrity and identification of creations, any applicable credit obligations, and EDENFRAME’s ethical standards are defined in the document “EDENFRAME — Copyright & Terms of Use.”
This document constitutes a supplementary contractual document to these GTC and applies to the creations concerned by the service.
Payment for a service or delivery of files, creations, or deliverables does not, by itself, constitute an assignment of intellectual property or copyright to the Client.
Unless otherwise expressly agreed in writing, the Client receives only the rights of use provided for by the applicable license for the relevant creations and within the limits defined by the applicable contractual documents.
The Client agrees to comply with all conditions and restrictions set out in the document “EDENFRAME — Copyright & Terms of Use,” including where the creations have been modified, adapted, transformed, or incorporated into a broader production.
Authorized modifications or adaptations of a creation do not constitute an assignment of intellectual property and do not transfer to the Client the rights attached to the original creation or its fundamental creative elements.
Where the license terms provide for an obligation to credit or acknowledge EDENFRAME, this obligation remains applicable, including where the creation has been modified, adapted, or incorporated into a broader work or production.
Where materials belonging to the Client or third parties are incorporated into a production, the corresponding rights remain the property of their respective holders. The Client warrants that it has the necessary authorizations to allow EDENFRAME to use such materials within the framework of the service.
10. Confidentiality
EDENFRAME and the Client agree to preserve the confidentiality of information, documents, files, concepts, creations, data, and materials communicated within the framework of a project and identified as confidential or whose confidential nature can reasonably be understood.
Information that may notably be considered confidential includes scripts, concepts, unpublished characters, designs, environments, production files, commercial information, working documents, technical materials, project-related information, and any other non-public information communicated within the framework of the collaboration.
Each party agrees not to disclose, transmit, or make such information accessible to unauthorized third parties, except where such communication is necessary for the completion of the project or has been previously authorized by the other party.
As part of the performance of a project, EDENFRAME may communicate certain confidential materials to its collaborators, contractors, or partners where such communication is necessary for the performance of the service. EDENFRAME shall ensure that the persons to whom such information is communicated are subject to appropriate confidentiality obligations.
Likewise, in accordance with the document “EDENFRAME — Copyright & Terms of Use,” the Client may communicate EDENFRAME creations to its own contractors, subcontractors, partner studios, or collaborators where this is necessary for the completion of projects covered by the granted license and within the limits provided by that license. Such third parties do not acquire any independent right of use over the relevant creations solely by accessing the files or materials provided.
The confidentiality obligations do not apply to information:
already publicly available at the time it is communicated;
that becomes public without violation of these confidentiality obligations;
whose disclosure is required by a legal obligation or decision of a competent authority;
which the relevant party can demonstrate it legally possessed before it was communicated within the framework of the project.
The confidentiality obligations shall remain applicable after the end of the service for as long as necessary to protect the relevant information, subject to applicable legal obligations.
This confidentiality obligation does not limit the rights retained by EDENFRAME over its own creations or its right to present or use such creations in accordance with the conditions provided for in the document “EDENFRAME — Copyright & Terms of Use.”
11. Liability
EDENFRAME agrees to perform the services agreed with the Client diligently and in accordance with the elements defined in the quotation, commercial proposal, and applicable contractual documents.
EDENFRAME is responsible for the proper performance of the services entrusted to it within the limits of the scope agreed with the Client.
EDENFRAME shall not be held liable for delays, difficulties, or consequences resulting in particular from:
information, instructions, files, references, or content provided late, incorrectly, or incompletely by the Client;
delays in the Client’s approvals or feedback;
modifications requested by the Client during production;
failure or delay in payment by the Client;
technical problems, failures of third-party services, platforms, software, hosting providers, or other external service providers independent of EDENFRAME;
an event reasonably beyond EDENFRAME’s control.
Where the difficulties encountered result from an element attributable to the Client or from circumstances external to EDENFRAME, the performance deadlines may be adjusted accordingly.
The Client remains responsible for its use of the creations delivered to it and for the content it publishes or exploits based on them, subject to the obligations and liabilities legally applicable to EDENFRAME.
The Client is also responsible for the materials, content, references, trademarks, files, or other resources it provides to EDENFRAME and warrants that it holds the necessary rights or authorizations for their use within the framework of the service.
EDENFRAME shall not be held liable for any use of the creations contrary to the license terms, EDENFRAME’s Copyright & Terms of Use, or the instructions and restrictions communicated to the Client.
Nothing in these GTC is intended to exclude or limit any liability that cannot legally be excluded or limited.
12. Cancellation and Termination
The Client may request the cancellation or termination of a service by contacting EDENFRAME in writing.
EDENFRAME may also terminate a service or terminate a contractual relationship under the conditions provided for by these GTC, particularly in the event of a breach of the Client’s contractual obligations.
The financial consequences of a cancellation or termination depend on the stage of the project at the time of the request, the services performed, the work undertaken, and the amounts already paid or remaining due.
Amounts corresponding to services actually performed by EDENFRAME, work actually undertaken, and expenses specifically incurred for the project shall remain due to EDENFRAME, subject to any mandatory legal provisions applicable.
Where certain amounts paid correspond to services that have not been performed and must be refunded to the Client under applicable legal or contractual provisions, such amounts shall be refunded to the Client.
Cancellation or termination of a service therefore does not automatically result in a refund of all amounts already paid. Any refundable amount shall be determined according to the services performed, work undertaken, expenses incurred for the project, and applicable legal provisions.
A termination fee may also be applied where provided for in the quotation, commercial proposal, or these GTC and where legally applicable.
Such fee may notably take into account the time reserved for the project, the mobilization of EDENFRAME resources, any disruption to the schedule, and the consequences associated with the early interruption of the service.
The amount or method of calculating such fee may be specified in the quotation or in the specific conditions applicable to the project.
The termination fee shall apply without prejudice to payment for services actually performed and expenses specifically incurred, within the limits provided for by applicable law.
Where termination results from a breach attributable to EDENFRAME, no termination fee may be claimed from the Client on the basis of such breach, and any amounts that must legally be refunded to the Client shall be refunded in accordance with the applicable provisions.
Where cancellation or termination occurs after production has begun, EDENFRAME may stop the relevant work and prepare a statement of the services performed and amounts remaining due.
Where production is interrupted before completion, creations, materials, files, or results still in production shall not be considered finalized deliverables and shall not be delivered to the Client, unless otherwise agreed in writing between the Parties. Payment for services performed or work actually undertaken does not grant any right to delivery, ownership, or use of such materials. No license of use is granted over them solely as a result of their partial completion or payment for the corresponding work.
In the event of cancellation or termination of the service, whether initiated by the Client or EDENFRAME, no assignment of intellectual property rights shall be made to the Client as a result of such cancellation or termination.
Unless otherwise agreed in writing or required by mandatory applicable law, no license of use over the original EDENFRAME creations concerned by the service shall be granted, maintained, or transferred to the Client solely as a result of cancellation or termination.
The Client may therefore not use, exploit, publish, commercialize, distribute, or incorporate the relevant creations into a production after cancellation or termination, unless a valid license of use has expressly been granted to the Client and remains applicable in accordance with the contractual terms.
This rule applies regardless of the Client’s status, whether an individual, professional, or company, subject to any mandatory applicable legal provisions.
Where termination results from a breach by the Client of its contractual obligations, including failure to pay, EDENFRAME may suspend or revoke the usage rights granted over the relevant creations in accordance with these GTC and the document “EDENFRAME — Copyright & Terms of Use.”
Termination of the agreement does not terminate obligations which, by their nature, are intended to survive the end of the contractual relationship, including obligations relating to confidentiality, intellectual property, usage rights, outstanding amounts, and the respective liabilities of the parties.
13. Mediation and Dispute Resolution
In the event of a difficulty, complaint, or dispute relating to a service, EDENFRAME and the Client agree to seek an amicable solution as a priority.
The Client is invited to submit any complaint to EDENFRAME in writing, clearly setting out the subject of the request and, where possible, the information necessary for its review.
EDENFRAME shall endeavor to review the complaint and, where possible, propose an amicable solution within a reasonable period.
Where the Client is a consumer, after first submitting a written complaint to EDENFRAME and in the absence of an amicable resolution, the Client may make free use of the consumer mediation process under the conditions provided for by applicable regulations.
The contact details of the consumer mediator competent for EDENFRAME shall be communicated to the Client in accordance with applicable legal obligations and shall appear in the appropriate EDENFRAME documents and materials.
Where the Client acts in the course of its professional activities, the parties may seek an amicable solution, negotiate directly, or agree to use a mediation or alternative dispute resolution mechanism appropriate to their situation.
Seeking an amicable solution does not deprive either party of its right to pursue remedies available under applicable law.
In the absence of an amicable resolution, any dispute shall be submitted to the competent courts in accordance with the applicable rules of territorial and subject-matter jurisdiction.
14. Personal Data and GDPR
EDENFRAME places particular importance on protecting personal data communicated by its Clients, prospects, partners, service providers, and collaborators.
In the course of its activities, EDENFRAME may collect and process certain personal data necessary in particular for managing requests, preparing and performing services, invoicing, monitoring the commercial relationship, administrative management, and compliance with its legal obligations.
Personal data shall be processed in accordance with the General Data Protection Regulation (GDPR) and applicable French regulations relating to the protection of personal data. Companies, including small and medium-sized enterprises (SMEs), are subject to the GDPR when they process personal data.
EDENFRAME undertakes to collect and process only the data necessary for the purposes for which it is used and to take appropriate measures to ensure its security and confidentiality.
Information relating to the processing of personal data carried out by EDENFRAME, including the categories of data collected, their purposes, legal bases, recipients, retention periods, any data transfers, and the procedures for exercising the rights of data subjects, is set out in EDENFRAME’s Privacy Policy, accessible on the EDENFRAME website.
Data subjects have, under the conditions provided for by applicable regulations, rights including rights of access, rectification, erasure, objection, restriction of processing, and data portability.
Any request concerning the exercise of these rights may be addressed to EDENFRAME using the contact details provided in its Privacy Policy.
Where EDENFRAME uses third-party service providers or services that may process personal data on its behalf, EDENFRAME shall ensure that the conditions applicable to such processing comply with applicable regulations.
The Privacy Policy constitutes a separate document from these GTC and supplements them with regard to any matter relating to the processing of personal data.
15. Applicable Law and Dispute Resolution
These GTC and the contractual relationships between EDENFRAME and the Client are governed by French law, subject to any mandatory provisions that may apply to the Client depending on its status and circumstances.
In the event of any difficulty relating to the interpretation, performance, validity, or termination of the agreement, the parties may seek an amicable solution in accordance with the provisions set out in Article 13 of these GTC.
Where the Client is a consumer, the statutory rules on territorial jurisdiction applicable to the Client shall remain fully applicable, and no provision of these GTC may have the effect of depriving the Client of any rights or protections granted by law.
Where the Client acts in the course of its professional activities and where the law permits such an allocation of jurisdiction, the parties may agree that the competent courts within the jurisdiction of EDENFRAME’s registered office shall have jurisdiction to hear the dispute.
This Article applies without prejudice to the provisions relating to consumer mediation set out in Article 13 of these GTC.