Terms of Sale

1. Purpose and scope

These Terms of Sale govern the contractual relationship between Eclixia, a company registered in France (SIRET 752 443 416 00025, trade register RCS Lyon B 752 443 416, registered office at 71 rue Michel Félizat, 69007 Lyon, France), and any client (business or consumer) purchasing its services.

Eclixia is a digital marketing studio specializing in the following services:

• Strategy & positioning: audits, value proposition, creative direction
• Acquisition & lead generation: Google Ads and Meta Ads campaigns, tracking
• AI & automation: AI agents, n8n/Make workflows, outbound sequences
• Websites & landing pages: builds, redesigns, copywriting, conversion optimization
• Growth & operations leadership: coordination, KPI dashboards, marketing processes

These Terms of Sale prevail over any other document issued by the client, including the client's own purchasing terms. Any departure from them requires a prior written agreement signed by both parties.

2. Quotes, orders and formation of the contract

2.1 Quotes

Every engagement starts with a detailed quote provided to the client free of charge. The quote states: the nature and scope of the services, the expected deliverables, the projected timeline, the price before and after tax, the invoicing currency and the payment terms.

Quotes are valid for 30 days from their date of issue, unless expressly stated otherwise.

2.2 Formation of the contract

The contract is formed when Eclixia receives the quote signed by the client, together with any deposit it provides for. Signing the quote (by hand or electronically) constitutes unreserved acceptance of these Terms of Sale and of the quote.

2.3 Scope changes

Any change to the initial scope requested by the client during an engagement will be covered by a priced amendment. No additional work will be performed without prior written agreement.

3. Pricing, currency and taxes

3.1 Prices and currency

Services may be quoted and invoiced in euros (EUR) or Canadian dollars (CAD), as stated on the quote. The currency shown on the quote is the currency of invoicing and payment; the client bears any currency conversion fees charged by its own bank.

Prices are stated before tax. Where French VAT applies (currently 20%), it is added to the pre-tax amount and shown on the quote and invoice.

3.2 Taxes for Canadian clients

For clients established outside the European Union, including in Canada, services are in principle invoiced without French VAT under the French rules on the place of supply of services. Canadian taxes (GST/HST and, in Quebec, QST) may nevertheless apply depending on the client's situation, including through self-assessment by the client where required. The applicable tax treatment is confirmed on the quote. The client remains responsible for any tax, duty or withholding due in its own jurisdiction in connection with the services.

3.3 Price revisions

Eclixia may revise its rates. For ongoing contracts, any revision is announced at least 30 days before it takes effect. Services ordered before a revision are invoiced at the rates in force at the time of the order.

3.4 Monthly retainer

For ongoing engagements (acquisition, growth and operations management, AI), compensation takes the form of a fixed monthly retainer defined in the quote. The retainer covers the allocated time, management and delivery of the agreed deliverables.

The retainer does not cover media budgets (Google Ads, Meta Ads, and so on), which the client manages directly on its own advertising accounts and which are billed by the platforms.

3.5 Media budgets and third-party costs

Unless the quote states otherwise, media budgets, subscriptions to third-party tools (SaaS platforms, licences), hosting and infrastructure costs are borne exclusively by the client and are not included in Eclixia's fees. If Eclixia advances such costs on the client's behalf, they are re-invoiced at cost, with any applicable tax.

4. Payment terms

4.1 Deposit

Unless the quote provides otherwise, a deposit of 50% of the pre-tax amount is due on signature. For one-off engagements below €500 (or the CAD equivalent stated on the quote), full payment may be required at the time of the order.

4.2 Balance and invoicing

The balance is invoiced on delivery or, for monthly engagements, at the start of each month for the current month. Invoices are payable on receipt, unless a payment term has been agreed in writing (30 days maximum for business clients, in accordance with article L.441-10 of the French Commercial Code).

4.3 Payment methods

Payment is made by bank transfer (wire details appear on the invoice) or by any other method agreed between the parties. Cheques are not accepted.

4.4 Late payment

Any late payment automatically triggers, without prior notice being required:

• Late-payment interest at the French statutory rate plus 8 percentage points, accruing from the first day of delay (art. L.441-10 French Commercial Code)
• A fixed collection fee of €40 per unpaid invoice (French decree No. 2012-1115), or its equivalent in the invoicing currency
• Immediate suspension of ongoing work, without liability for Eclixia for any resulting loss

5. Obligations of the parties

5.1 Eclixia's obligations

Eclixia agrees to:

• Perform the agreed services with care and professionalism
• Assign qualified people to the engagements entrusted to it
• Inform the client promptly of any difficulty likely to affect the proper performance of the engagement
• Keep the information the client shares confidential
• Report on its work in the manner and at the frequency set out in the quote (progress reports, reporting, dashboard access)

Eclixia's obligations are obligations of means (best efforts), not of results. No guarantee of revenue, lead volume, conversion rate or ad position is given, since results depend on external factors (budgets, industry, competition, seasonality).

5.2 The client's obligations

The client agrees to:

• Provide in good time the elements needed to deliver the services (account access, visuals, business information, content)
• Designate a contact person with the authority needed to approve deliverables and make decisions
• Respond to approval requests within the agreed timeframes; any delay in approval pushes back delivery dates accordingly
• Pay invoices when due
• Not act against Eclixia's recommendations in a way that compromises the results of the engagement

6. Delivery timelines

The timelines stated in the quote are indicative and run from receipt of the deposit and of all the elements the client must provide.

Eclixia is not responsible for delays caused by:

• Late delivery of elements by the client
• Late approvals or feedback from the client
• An event of force majeure within the meaning of article 1218 of the French Civil Code
• Technical unavailability of third-party tools or platforms

7. Intellectual property and assignment of rights

7.1 Creative deliverables

Creative deliverables produced by Eclixia (texts, visuals, landing pages, campaign structures, AI scripts, workflows) remain the property of Eclixia until the corresponding service has been paid in full. Upon full payment, Eclixia assigns to the client the rights to use the deliverables for the purposes defined in the quote.

7.2 Client materials

The client warrants that it holds all necessary rights to the materials (logos, texts, images, data) it provides to Eclixia. The client is solely responsible for any third-party claim relating to those materials.

7.3 Proprietary methods and tools

The methods, internal tools, AI agents, scripts and workflows Eclixia develops as part of its own processes remain the exclusive property of Eclixia, even when used for the client's benefit.

7.4 Client references

Unless the client objects in writing within 30 days of the end of the engagement, Eclixia may mention the client's name and present the results achieved as a business reference (website, social media, presentation materials).

8. Confidentiality

The parties agree to keep strictly confidential all information exchanged during the engagement (financial, strategic, commercial and technical information, and the client's own customer data) and not to disclose it to any third party without prior written agreement.

This confidentiality obligation applies for the duration of the engagement and for 3 years after it ends.

Confidentiality does not apply to information that: (i) was publicly known before the engagement, (ii) becomes public through no fault of the party concerned, or (iii) was lawfully obtained from a third party.

9. Duration, termination and end of engagement

9.1 One-off engagements

Contracts for one-off services (a quote with a defined deliverable) end upon delivery and full payment. Early termination by the client does not entitle the client to a refund of the deposit paid. Work completed up to the termination date is invoiced pro rata.

9.2 Monthly and recurring engagements

For monthly retainer engagements, either party may terminate the contract with 60 days' notice, by registered mail with acknowledgment of receipt or by email with read confirmation. During the notice period, services and payments continue as normal.

9.3 Termination for breach

In the event of a serious breach of contractual obligations that is not remedied within 15 days of formal notice, the injured party may terminate the contract as of right, without notice period or compensation. A serious breach includes: non-payment of a due invoice, provision of clearly inaccurate information, or any conduct damaging Eclixia's reputation.

9.4 Effects of termination

Upon termination, Eclixia returns the client's data and access within 30 days, subject to full payment of the amounts due.

10. Limitation of liability

Eclixia's liability under these Terms of Sale is limited to direct and foreseeable damage only. To the extent permitted by applicable law, Eclixia is not liable for:

• Indirect damage, loss of revenue or profit, loss of customers
• Disappointing results caused by factors outside Eclixia's control: insufficient media budgets, competitive markets, products or offers that do not fit the market, client approval delays
• Malfunctions of third-party platforms (Google, Meta, and so on)
• Changes to the algorithms or advertising policies of ad platforms that affect performance

In any event, Eclixia's total liability is capped at the pre-tax fees actually paid by the client during the 6 months preceding the event giving rise to the claim.

11. Protection of personal information

In the course of an engagement, Eclixia may process personal information on behalf of the client (prospect data, leads, CRM contacts). In that case, Eclixia acts as a processor within the meaning of article 28 of the GDPR, and the client acts as controller. For Canadian clients, this arrangement also reflects the service-provider requirements of PIPEDA and, for Quebec businesses, of Quebec Law 25.

Where necessary, the parties will sign a data processing agreement (DPA) setting out the conditions of that processing. Eclixia processes the data strictly to deliver the ordered services and for no other purpose.

For information about how your own information is handled as an Eclixia client, see our Privacy Policy.

12. Force majeure

Neither party is liable for a failure to perform its contractual obligations caused by an event of force majeure within the meaning of article 1218 of the French Civil Code: events that are unforeseeable, unavoidable and beyond the parties' control (general strikes, natural disasters, global internet infrastructure outages, government decisions, epidemics, and so on).

The affected party notifies the other as soon as possible and the obligations are suspended for the duration of the event. If the force majeure event lasts longer than 60 days, either party may terminate the contract without compensation, with the client remaining liable for services already delivered.

13. Governing law and dispute resolution

13.1 Governing law

These Terms of Sale and all contracts entered into with Eclixia are governed by French law. If you contract as a consumer, this choice of law does not deprive you of the protection of any mandatory provisions of the law of your place of residence, including applicable Canadian provincial or territorial consumer protection laws.

13.2 Consumer mediation

As a French company, Eclixia is required by articles L.616-1 and R.616-1 of the French Consumer Code to offer consumer clients a free mediation scheme. If a dispute cannot be resolved directly with us, any consumer client, including one located in Canada, may refer it to the appointed consumer mediator free of charge. The mediator's contact details are available on request at hello@eclixia.com. The European Commission also provides an online dispute resolution platform: ec.europa.eu/consumers/odr. This scheme does not replace any remedy available to you under your local consumer protection laws.

13.3 Competent court (business clients)

For any relationship between businesses, if a dispute is not settled amicably within 30 days, the parties agree to give exclusive jurisdiction to the Commercial Court of Lyon (France), including in the event of multiple defendants or third-party claims.

14. Miscellaneous

14.1 Severability

If any clause of these Terms of Sale is held invalid or unenforceable, the other clauses remain in force. The parties agree to replace the invalid clause with one producing equivalent economic effects.

14.2 No waiver

A party's failure to act on a breach by the other party does not waive its right to act on any later breach of the same kind.

14.3 Entire agreement

These Terms of Sale, the signed quote and any amendments constitute the entire agreement between the parties and replace any prior oral or written agreement on the same subject.

14.4 Contact

For any question about these Terms of Sale: hello@eclixia.com · +33 4 37 65 32 37 · Eclixia, 71 rue Michel Félizat, 69007 Lyon, France.