01 Purpose and scope
These Terms of Sale (hereinafter "ToS") govern the contractual relationship between TKSF (hereinafter "madly"), a French SAS with a share capital of €3,000, registered with the Lyon Trade and Companies Register under number 911 472 264, whose registered office is located at 11 rue de la Voie Lactée, 69370 Saint-Didier-au-Mont-d'Or, France, and any natural or legal person (hereinafter "the Client") wishing to benefit from its services in visual content creation, 3D, motion design, scenography, brand identity, or event activations.
Any order or quote signature implies full acceptance of these ToS by the Client, who expressly waives the right to invoke their own purchasing conditions.
Projects contracted with madly's Spanish company, LALAIN 3D STUDIO SL, are governed by its own terms of sale (in Spanish), under Spanish law.
02 Quotes, orders, and acceptance
Each service is subject to a detailed quote based on the brief provided by the Client. The quote specifies the nature and scope of the service, execution deadlines, price, and payment terms.
The order is definitively formed upon receipt of the signed quote, accompanied by the payment of the agreed deposit. Any modification of the scope after acceptance is subject to an amendment and may result in a revision of price and deadlines.
Quotes are valid for 30 days from issuance, unless otherwise stated.
03 Pricing and payment terms
Prices indicated on quotes are expressed in euros, exclusive of taxes. Applicable VAT is added at the rate in force on the invoicing date.
Unless otherwise specified in the quote, standard payment terms are:
- 40 % deposit upon signature of the quote, triggering the start of work
- 60 % balance upon final delivery, payable within 30 days from invoice date
Any late payment automatically results, from the day following the due date, in late payment penalties calculated at the legal interest rate increased by 10 points, plus a fixed recovery indemnity of €40 (articles L.441-10 and D.441-5 of the French Commercial Code).
04 Execution terms
Madly undertakes to perform the services in accordance with professional standards and the specifications of the quote. Indicated deadlines are given for information and run from the receipt of the deposit and all necessary elements provided by the Client.
The Client undertakes to provide within the agreed deadlines all elements necessary for the proper execution of the project (briefs, references, materials, access, intermediate validations). Any delay attributable to the Client may result in a proportional shift in delivery deadlines.
Unless otherwise specified, each service includes two rounds of modifications. Any additional modification request or substantial revision is subject to additional billing at the current daily rate.
05 Intellectual property and rights transfer
Intellectual property rights on delivered creations are transferred to the Client after full payment of the price, within the operating scope defined in the quote (territory, duration, media).
Madly retains full ownership of source files, intermediate elements, tools, processes, and know-how used for the realisation. Any transfer of source files is subject to a separate agreement and billing.
Madly reserves the right to mention the delivered project in its portfolio (website, social media, commercial outreach) for promotional purposes, unless an explicit confidentiality clause is signed by both parties.
06 Client warranties
The Client warrants to madly that they hold all necessary rights on the elements they provide (texts, images, trademarks, logos, content of any kind). The Client indemnifies madly against any action or claim by third parties related to the use of these elements.
07 Confidentiality
Each party undertakes to keep confidential all information exchanged within the framework of the project, including after the end of the collaboration, and not to disclose it to third parties without the express consent of the other party.
08 Liability
Madly is bound by a best-efforts obligation in the execution of services. Its liability cannot be engaged for indirect damages, nor for consequences resulting from elements provided by the Client or validations they have given.
In any case, madly's financial liability is limited to the total amount billed for the service concerned.
09 Force majeure
Neither party can be held responsible for a failure to fulfil its obligations resulting from a case of force majeure as defined by article 1218 of the French Civil Code and French case law.
10 Cancellation and termination
In case of project cancellation by the Client after acceptance of the quote:
- Before start: the deposit paid is retained by madly as compensation
- During execution: the Client pays in full for work already carried out, plus a fixed indemnity of 30 % of the remaining balance
In case of serious breach by one of the parties to its obligations, the other party may, after notice that remains without effect for 15 days, terminate the contract automatically.
11 Personal data
Personal data collected within the framework of the commercial relationship is processed in accordance with our privacy policy and the General Data Protection Regulation (GDPR).
12 Applicable law and jurisdiction
These ToS are governed by French law. In the absence of an amicable agreement, any dispute relating to their execution or interpretation falls under the exclusive jurisdiction of the courts of Lyon, including in the event of multiple defendants or third-party claims.
13 Contact
For any question regarding these terms, please write to contact@madly.agency.