Terms of Service

Version in force as of 1 March 2025

Article 1 — Purpose and Scope

These Terms of Service (hereinafter "Terms") govern all services offered by VISICREA SASU (hereinafter "the Service Provider") under the brand name Droogies AI, to its professional clients (hereinafter "the Client").

Any order for services implies the Client's full and unreserved acceptance of these Terms. These Terms take precedence over any other document issued by the Client, including the Client's own general purchase conditions, unless an express written derogation has been agreed by the Service Provider. The Service Provider reserves the right to amend these Terms at any time; the applicable version is the one in force on the date the quotation is accepted.

Article 2 — Definitions

Service Provider: VISICREA SASU, registered under SIRET 902 306 133 00015, with its registered office at 180 Lotissement Du Stade, 42140 Grammond, France, operating the website https://droogies-ai.com under the brand Droogies AI.
Client: any legal entity or natural person acting in the course of their professional activity who has placed an order with the Service Provider.
Services: all intellectual and technical services offered by the Service Provider, including process automation, AI solution development, and audit and consulting assignments.
Deliverable: any document, source code, application, prototype, report, or other tangible output produced by the Service Provider in the performance of the Services.
Quotation: contractual document issued by the Service Provider detailing the nature of the Services, their scope, estimated delivery timeframes and the corresponding price.
Purchase Order: document or written communication by which the Client formally accepts the Quotation and triggers the execution of the Services.

Article 3 — Services Offered

The Service Provider offers the following main categories of Services:

Process Automation: analysis of existing workflows, design and deployment of automation solutions (scripts, software robots, system integrations) aimed at reducing repetitive tasks and optimizing the Client's productivity.
Custom AI Development: design, development and integration of artificial intelligence models, conversational agents, content generation tools and decision-support systems tailored to the Client's specific needs.
Audit and Consulting: assessment of the Client's digital and AI maturity, identification of optimization opportunities, strategic recommendations, and support in digital transformation.

The exact scope of Services is defined in each individual Quotation.

Article 4 — Order Process

4.1 Quotation. Every order is preceded by the issuance of a Quotation by the Service Provider, based on information provided by the Client. The Quotation specifies the nature and scope of the Services, estimated delivery timeframes, the price exclusive of taxes, and payment terms.

4.2 Acceptance. The Quotation is valid for thirty (30) calendar days from its date of issue, unless otherwise stated. Acceptance of the Quotation by the Client is effected by signature of the Quotation, issuance of a purchase order, or any other written confirmation (including by email). Any modification of the scope of Services after acceptance of the Quotation shall be subject to an amendment to the Quotation or a new Quotation.

4.3 Duty to Cooperate. The Client undertakes to provide the Service Provider, in a timely manner, with all information, access rights and resources necessary for the proper performance of the Services. The Service Provider cannot be held liable for delays or failures in performance resulting from the Client's failure to fulfill this obligation.

Article 5 — Pricing and Payment Terms

5.1 Pricing. Prices are established on a case-by-case basis through quotation, expressed in euros exclusive of taxes (net of VAT). Applicable taxes (including VAT at the prevailing rate) are charged in addition and appear on the invoices issued by the Service Provider.

5.2 Payment Schedule. Unless otherwise specified in the Quotation, payment is made according to the following schedule:

50% of the total price (net of tax) upon order (payment required prior to commencement of work);
50% of the total price (net of tax) upon delivery of the final Deliverable (or on the date of completion of the Services).

Payment is made by bank transfer to the Service Provider's account as indicated on the invoice, or by any other means agreed between the parties.

5.3 Payment Period. Invoices are payable within thirty (30) days of their date of issue, in accordance with applicable French commercial law (Article L. 441-10 of the French Commercial Code).

5.4 Late Payment Penalties. Any late payment shall automatically, without prior notice, give rise to late payment penalties at a rate of three (3) times the French statutory interest rate in force, calculated on the outstanding amount including taxes and running from the due date until the date of actual payment.

5.5 Fixed Recovery Indemnity. In accordance with Article D. 441-5 of the French Commercial Code, any late payment shall also give rise to a fixed recovery indemnity of forty euros (€40) per unpaid invoice.

5.6 Suspension of Services. In the event of non-payment of any sum due at its due date, the Service Provider reserves the right to suspend the performance of ongoing Services, after written notice to the Client that remains unactioned for forty-eight (48) hours.

Article 6 — Delivery Timeframes

Delivery timeframes are provided as estimates in the Quotation, depending on the nature and complexity of the Services ordered. The Service Provider commits to using all reasonable means to meet agreed deadlines (best-efforts obligation). The standard timeframes associated with Droogies AI's commercial packages are as follows:

Skorry Pack: 1 to 3 business days from receipt of the deposit and all required materials.
Bolshy Pack: 1 to 3 weeks from the same conditions.
Horrorshow Pack: 3 to 8 weeks from the same conditions.

These timeframes are indicative and exclude the Service Provider's holiday periods and French public holidays. In the event of delays attributable to circumstances beyond the Service Provider's control or to the Client's failure to meet its cooperation obligations, deadlines will be extended accordingly without any liability attaching to the Service Provider.

Article 7 — Intellectual Property

7.1 Assignment of Rights over Deliverables. Subject to full payment of all sums due by the Client, the Service Provider assigns to the Client, on an exclusive and definitive basis, all intellectual property rights in the Deliverables specifically developed for the Client under the order. This assignment covers all known and future exploitation modes, worldwide and for the entire duration of applicable legal protection.

7.2 Licence of Use. From delivery and subject to full payment, the Client benefits from an unlimited and perpetual non-exclusive licence to use the Deliverables during the settlement process, which converts into a full assignment upon receipt of the final payment.

7.3 Reservation of Methods and Know-How. The assignment referred to in Article 7.1 does not extend to general methods, processes, know-how, tools, libraries or generic software components developed or used by the Service Provider in the course of its business and not specifically created for the Client. The Service Provider retains full ownership and freedom to use these elements for its other clients and projects.

7.4 Warranty of Originality. The Service Provider warrants that the Deliverables are original and do not infringe any known third-party rights. In the event of a third-party claim based on intellectual property infringement attributable to the Service Provider, the Service Provider undertakes to defend the Client and bear the financial consequences of such claim, within the limits set out in Article 9.3.

7.5 Commercial Reference. Unless the Client expressly objects in writing, the Service Provider reserves the right to mention the collaboration with the Client as a commercial reference in its communication materials (portfolio, website, presentations).

Article 8 — Confidentiality

8.1 Mutual Obligation. Both parties mutually undertake to keep strictly confidential all information of a confidential nature communicated by one to the other in the course of performing the Services (hereinafter "Confidential Information"). Confidential Information includes: commercial, financial, technical and strategic data, source code, each party's client data, and generally any information identified as confidential or reasonably regarded as such by its nature.

8.2 Duration. The confidentiality obligation applies throughout the duration of the assignment and continues for a period of two (2) years following the end of the contractual relationship between the parties.

8.3 Exceptions. The confidentiality obligation does not apply to information that: (i) is or becomes public without fault on the part of the receiving party; (ii) was already known to the receiving party prior to its communication; (iii) was legitimately obtained from a third party not subject to a confidentiality obligation; (iv) must be disclosed pursuant to a legal provision or court order.

Article 9 — Liability and Warranties

9.1 Best-Efforts Obligation. The Service Provider is bound by a best-efforts obligation in performing the Services. It undertakes to apply the diligence and expertise necessary to carry out the Services in accordance with professional standards, without being able to guarantee a specific result, particularly with regard to the economic performance expected by the Client or the behavior of AI solutions in real operating conditions.

9.2 Warranty against Defects. The Service Provider warrants the Deliverables against proven non-conformity for a period of thirty (30) calendar days from the date of delivery. During this period, the Service Provider undertakes to correct, at no additional charge, any bug or malfunction resulting from an error attributable to the Service Provider, excluding defects caused by improper use of the Deliverables, modifications made by the Client or a third party, or changes in the technical environment not covered in the Quotation.

9.3 Limitation of Liability. The Service Provider's total liability, on any basis whatsoever, is limited to the total price (net of tax) actually paid by the Client under the contract or order giving rise to the damage. The Service Provider cannot be held liable for indirect, immaterial, consequential or punitive damages, such as loss of revenue, loss of data, loss of profit or reputational damage, even if informed of the possibility of such damage.

9.4 Client's Responsibility. The Client is solely responsible for the accuracy of information provided to the Service Provider, for the use of the Deliverables, and for decisions made on the basis of the Service Provider's recommendations.

Article 10 — Personal Data and GDPR

10.1 Data Processing Roles. In the course of performing the Services, the Service Provider may process personal data on behalf of the Client. In that case:

The Client acts as data controller;
The Service Provider acts as data processor within the meaning of EU Regulation 2016/679 (GDPR).

10.2 Data Processing Agreement. Where the Service Provider processes personal data on behalf of the Client, the parties agree to enter into a Data Processing Agreement (DPA) compliant with Article 28 of the GDPR, either as a document annexed to the Quotation or by reference to these Terms.

10.3 Service Provider's Commitments. As data processor, the Service Provider undertakes to: (i) process data only on documented instructions from the Client; (ii) implement appropriate technical and organizational security measures; (iii) not engage sub-processors without the Client's prior written consent; (iv) assist the Client in fulfilling its legal obligations (data subject rights, breach notification, etc.); (v) delete or return data upon completion of the assignment.

10.4 Service Provider's Own Data. The Service Provider also processes the Client's personal data (contact details, billing information) as data controller for the purpose of managing the commercial relationship. These processing activities are described in the Service Provider's Privacy Policy.

Article 11 — Termination

11.1 Termination for Convenience. Either party may terminate the contract at any time, subject to a written notice of fifteen (15) calendar days given to the other party by any means providing proof of receipt (email with read receipt, registered letter).

11.2 Work Completed. In the event of termination, whatever its cause (except termination for serious breach by the Service Provider), work completed and services performed up to the effective date of termination shall remain due and will be invoiced to the Client on a pro-rata basis according to the progress achieved, based on the initial Quotation.

11.3 Termination for Breach. In the event of a serious breach by either party of any of its contractual obligations, the other party may terminate the contract by right without notice, after formal notice sent to the breaching party that remains without effect for eight (8) calendar days.

Article 12 — Force Majeure

Neither party shall be held liable for non-performance or delay in performing its contractual obligations if this results from a force majeure event within the meaning of Article 1218 of the French Civil Code, i.e., an event external to the parties, unforeseeable and irresistible. Events constituting force majeure include: natural disasters, acts of war or terrorism, widespread Internet or power infrastructure failures, strikes affecting essential sectors, and government decisions making performance of the contract impossible.

The party invoking force majeure shall notify the other party as soon as possible. If the force majeure event persists beyond thirty (30) calendar days, either party may terminate the contract without compensation, with work completed remaining due.

Article 13 — Mediation and Dispute Resolution

13.1 Amicable Resolution. In the event of any dispute concerning the interpretation, performance or termination of the contract, the parties undertake to seek an amicable solution as a first step. The party wishing to invoke a dispute shall notify the other party in writing, with a precise description of the dispute and proposed solutions. The parties shall then have thirty (30) days to reach an agreement.

13.2 Mediation. In the absence of an amicable agreement within the above period, the parties may resort to mediation. Where the Client is a consumer (non-professional), consumer mediation remains applicable under applicable French law.

13.3 Jurisdiction. Failing amicable or mediated resolution, any dispute relating to these Terms shall be subject to the exclusive jurisdiction of the Commercial Court of Saint-Étienne (Tribunal de Commerce de Saint-Étienne), France, notwithstanding plurality of defendants or claims for warranty, including emergency or interim proceedings.

Article 14 — Governing Law

These Terms are governed exclusively by French law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Article 15 — Amendments to the Terms

The Service Provider reserves the right to amend these Terms at any time. New Terms will be published on the website https://droogies-ai.com and will take immediate effect for new orders. Ongoing orders remain governed by the version of the Terms in force on the date of their acceptance.

Article 16 — Miscellaneous

Entire Agreement. These Terms, the accepted Quotation and any amendments constitute the entire agreement between the parties and supersede all prior agreements, representations and negotiations relating to their subject matter.

Severability. If any clause of these Terms is declared void or unenforceable, the remaining clauses shall remain in force. The parties undertake to replace the void clause with a clause as close as possible to its original intent.

Non-Waiver. The failure of either party to invoke a breach by the other party of any of its obligations shall not be construed as a waiver of the right to invoke such breach in the future.

Last updated: March 2025