General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter referred to as the “General Terms and Conditions”) are agreed between, on the one hand, Munar Management, a sole proprietorship under micro-entrepreneur status, registered with the Paris Trade and Companies Register under the number 931 459 937 00013, whose registered office is located at 99 rue de Sèvres, 75006 Paris, represented by Andres Felipe Avendano Munar (hereinafter referred to as the “Agency”), and, on the other hand, the Client whose identity and contact details are specified on the quotation to which these General Terms and Conditions are attached (hereinafter referred to as the “Client”) (hereinafter collectively referred to as the “Parties”).

PREAMBLE:

The Agency provides services in the field of digital communication, including but not limited to product/service promotion through influencers (macro, micro, nano), content creation, community management, and event management (hereinafter referred to as the “Services”).

The Client has approached the Agency to request the provision of Services, as detailed in the quotation to which these General Terms and Conditions are attached.

The Client acknowledges having read and agreed to these General Terms and Conditions and undertakes to engage the Agency for the provision of the Services in accordance with them. Acceptance of the quotation by both Parties (as evidenced by the Client’s signature preceded by the words “Read and Approved” on the quotation) constitutes acceptance without reservation of these General Terms and Conditions.

IN CONSIDERATION OF THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 – DEFINITIONS:

For the purposes of these General Terms and Conditions, the following terms and expressions shall have the meanings set forth below:

• “Contract”: The contractual framework formed between the Parties by these General Terms and Conditions, the Quotation to which they are attached, and any special conditions annexed to this framework.

• “Services”: The services requested by the Client under the Contract, among those listed in Appendix 1 of these General Terms and Conditions.

• “Price”: The price of the Services, calculated according to the terms defined in Article 7 below.

• “Influencer”: An influencer or group of influencers (individuals or entities agreeing to leverage their online visibility on behalf of the Client) expressly selected and designated by the Agency to participate in the execution of the Services.

• “Quotation”: The document summarizing the Services under the Contract and indicating the Price agreed upon by the Parties, to which these General Terms and Conditions are annexed.

• “Munar Management Content”: Any content created, developed, or made available by the Agency or any third-party subcontractor of the Agency (excluding Influencers) strictly for the purposes of performing the Services, regardless of the nature of such content (text, image, video, infographic, soundtrack, etc.).

• “Influencer Content”: Any content created, developed, or made available by one or more Influencers for the purposes of performing the Services, regardless of the nature of such content (text, image, video, infographic, soundtrack, etc.).

• “Client Content”: Any content created, developed, or made available by the Client or any third-party subcontractor of the Client (excluding the Agency, the Agency’s subcontractors, and the Influencers) for the purposes of performing the Contract, regardless of the nature of such content (text, image, video, infographic, soundtrack, etc.).

These terms and expressions may be used in both singular and plural forms.

ARTICLE 2 – PURPOSE OF THE CONTRACT:

The purpose of the Contract is to define the nature of the Services, the conditions under which they will be performed, the Price, and more generally, the respective rights and obligations of the Parties in connection with the performance of the Services.

ARTICLE 3 – CONTRACTUAL DOCUMENTS – ENTIRE AGREEMENT:

Within the framework of the Contract, the different documents shall have the following order of precedence:

1. The Quotation;

2. These General Terms and Conditions;

3. The special conditions, provided they have been duly signed and dated by all Parties;

4. The Client’s general purchasing conditions annexed hereto, if applicable, subject to the express agreement of the Parties.

In the event of any contradiction or conflict of interpretation between one or more provisions contained in the documents mentioned above, the higher-ranking document shall prevail.

No handwritten annotations by the Client on the Quotation or on any other document of the Contract shall have any contractual value between the Parties, unless agreed in writing by the Parties regarding the said annotation.

The Contract thus constituted represents and expresses the entire agreement between the Parties regarding the purpose defined in Article 2. Any other document is expressly excluded from the contractual scope.

ARTICLE 4 – DURATION:

The Contract shall enter into force on the date of its last signature by all Parties and shall remain in effect until the complete performance of each Party’s obligations.

The performance of the Services shall commence upon receipt by the Agency of the Quotation, duly dated and signed by the Client.

The Parties may agree on a timeline for the performance of the Services, to be included in the Quotation. No changes to this timeline shall be made thereafter, except by mutual agreement of the Parties, as evidenced by a written amendment signed by all Parties.

ARTICLE 5 – PERFORMANCE OF SERVICES:

Quotation

Munar Management will provide the Client with a Quotation based on the Client’s expressed needs and, more generally, on pre-contractual exchanges (both written and oral) between the Parties.

The Quotation is an offer subject to the Client’s acceptance and is valid for one (1) month from its issuance.

Upon the Client’s signature, the Quotation will constitute the sole reference for assessing the nature, scope, quality, and conformity of the Services, as well as the Price.

The Client is therefore required to communicate any reservations or additional requests to Munar Management in writing before signing the Quotation. A new Quotation will then be issued by Munar Management to account for these reservations and/or additional requests, which will cancel and replace the initial Quotation.

Modification

At the Client’s request, the initial scope of the Services may be modified, subject to the following conditions:

The Client must first submit a written request to Munar Management, detailing the new requirements as well as all necessary information and documents for the review of this request. Munar Management will review the request and conduct a feasibility study as soon as possible.

At its sole discretion (and without any obligation), Munar Management may propose a new Quotation reflecting the revised Services, the new Price, and, if applicable, a new timeline for the Services.

This new Quotation will only become contractually binding once it is accepted, dated, and signed by all Parties. If accepted, it will cancel and replace the initial Quotation for the purposes of these General Terms and Conditions.

Acceptance of Services

Munar Management will notify the Client in writing upon the completion of the Services and provide all deliverables for approval, where applicable (e.g., content creation). It is then the Client’s responsibility to validate the Services performed and communicate any general or specific reservations regarding the conformity of these Services with the Quotation.

If no reservations are received by Munar Management within five (5) business days following the receipt of this notification, the Services will be deemed accepted by the Client without reservation.

To facilitate the evaluation process, Munar Management commits to providing the Client, upon written request (to be made within the aforementioned five (5) business days), with the necessary information to assess the conformity of the completed Services with the Quotation.

ARTICLE 6 – OBLIGATIONS OF THE PARTIES:

Client’s Obligations

The Client agrees to:

1. Clearly define its needs and communicate precise, specific, and actionable requirements to Munar Management for the performance of the Services.

2. Provide Munar Management with all necessary Client Content, as well as any other information, documentation, data, and files required for the Services, in a timely manner.

3. Actively cooperate and ensure the cooperation of its employees and subcontractors (other than Munar Management) to facilitate the performance of the Services.

4. Coordinate the activities of Munar Management with its own employees and any third-party subcontractors involved in the Services.

5. Comply with the timeline for the Services as specified in the Quotation, as well as any related obligations.

6. Inform Munar Management of any issues encountered during the performance of the Services that could impact their delivery.

7. Follow the recommendations provided by Munar Management.

8. Make payment for the Services in accordance with the terms and deadlines defined in Article 7 below.

Munar Management’s Obligations

Munar Management agrees to:

1. Perform the Services in accordance with the Quotation.

2. Provide honest and informed advice within its area of expertise, as well as based on the information communicated by the Client regarding its needs and constraints.

3. Cooperate with the Client to ensure the successful completion of the Services.

4. Allocate the necessary skilled personnel and resources to perform the Services in accordance with the Quotation.

5. Perform the Services in compliance with applicable laws and regulations, especially concerning the creation and delivery of Munar Management Content.

All obligations of Munar Management under the Contract are obligations of means, not results.

ARTICLE 7 – FINANCIAL TERMS:

Price

The Price is mutually agreed upon by the Parties, and the detailed breakdown is specified in the Quotation.

By derogation from Article 1223 of the French Civil Code, the Parties agree that no reduction in the Price will be granted as a penalty for non-performance or improper performance of the Services unless ordered by a competent judicial authority.

Unless otherwise stated in the Quotation, travel expenses (including but not limited to accommodation, transport, and meals for Munar Management personnel, as well as any equipment purchase/rental and logistics) are borne by the Client, in addition to the Service fees, and will be billed at cost with supporting documents.

Invoicing Terms

General Terms for All Services

• Invoices are issued exclusive of taxes, with the applicable taxes added at the date of invoicing.

• Munar Management may require an initial deposit or advance payment at the start of the Services, regardless of their nature.

Specific Terms for Content Creation Services

Services involving the creation or provision of Munar Management Content will be invoiced upon acceptance as defined in Article 5.3.

Payment Terms

• Payments are to be made by bank transfer to the account specified on the invoice.

• Unless expressly stated otherwise in the Quotation, invoices must be paid within thirty (30) days of issuance.

In case of late payment, the following conditions apply:

• Interest will be charged at the rate applied by the European Central Bank for its most recent refinancing operation, plus 10 points, from the day after the due date.

• A fixed compensation of forty (40) euros will be charged for recovery costs. If the actual recovery costs exceed this amount (e.g., use of a collection agency), additional compensation may be claimed.

Any dispute related to an invoice must be communicated to Munar Management by registered letter with acknowledgment of receipt within ten (10) days from the invoice date. After this period, the Client acknowledges that no further disputes will be accepted.

ARTICLE 8 – TERMINATION:

Termination for Cause

In the event that either Party fails to fulfill any of its obligations under this Contract, and if such breach is not remedied within ten (10) days following receipt of a written notice sent by the other Party via registered mail with acknowledgment of receipt, the Contract may be automatically terminated by the non-breaching Party, without prejudice to any damages that may be claimed.

Termination will take effect automatically on the expiration of the ten (10) day period mentioned above.

The Parties acknowledge that the Services provided have value progressively as the Contract is performed. Therefore, the termination of the Contract will only take effect for the future and will not entitle the Client to any refund for Services already completed.

Termination of the Contract will not affect clauses related to dispute resolution or any clauses intended to remain effective even after termination, such as (without limitation) confidentiality and non-competition clauses, where applicable.

Mutual Termination

The Parties may mutually agree to terminate the Contract at any time.

If the Client initiates a request for mutual termination, Munar Management reserves the right to accept or decline this request at its discretion. If Munar Management agrees, the financial terms of this termination will be communicated to the Client.

In any case:

• The mutual termination will only be effective on the date of signing by all Parties of a written document specifying the reasons and financial terms of this termination.

• Any Service completed as of the termination date will be fully invoiced at the price indicated in the Quote, and the Client will be required to make full payment.

• For Services that are incomplete or in progress as of the termination date, invoicing will be prorated based on the progress of the Service in question. This will include project management costs, all expenses already incurred on behalf of the Service (even if they have not yet been utilized for said Service), as well as a fixed compensation of 15% of the initial Quote amount as liquidated damages for early termination.

• Termination of the Contract will not affect clauses related to dispute resolution or any clauses intended to remain effective even after termination, such as (without limitation) confidentiality and non-competition clauses, where applicable.

ARTICLE 9 - FORCE MAJEURE:

The performance of all or part of the obligations under this Contract may be suspended if either Party is affected by a force majeure event. In such cases, the affected Party must notify the other Party in writing about the existence of the force majeure event. This notification will result in the suspension of the affected obligations for the duration mentioned in the notification letter, which must not exceed one (1) month from the date of receipt of the notification.

No Party shall be held responsible for the failure to perform one or more obligations under this Contract if such failure is caused by a force majeure event.

If the force majeure event persists after the one (1) month period mentioned above, the most diligent Party may notify the other Party of the termination of the Contract. Contrary to the provisions of Article 8, the termination will take effect on the date of receipt of the notification, and in no case will any sums paid by the Client be refunded by the Agency.

The termination referred to in the previous paragraph will only apply to the future, and the Parties expressly exclude the possibility of a conventional termination of the General Terms and Conditions.

ARTICLE 10 - INTELLECTUAL PROPERTY

Munar Management Content and Client Content

1. Munar Management Content and Client Content

Munar Management grants the Client a license for the representation rights concerning the Munar Management Content and the Client’s content related to the services provided, except for production files and sources, in the conditions specified in the Estimate.

By “representation rights,” we mean:

• The right to represent the Munar Management Content and Client Content, meaning the right to publish, project, broadcast, upload, share, relay, communicate, or send all or part of the Munar Management Content and Client Content to third parties and the public, through the means and on the platforms expressly mentioned in the Estimate only. In the case of Client Content, the Client must mention the social media handle (e.g., Twitter username starting with “@”) of the original creator in each act of representation.

It is understood that the representation of content in paid media operations (sponsored content distribution on social media) funded by the Client is not included in this license unless a separate payment is stipulated in the Estimate, depending on the scope, territory, and budget of the campaign.

2. Modifications and Additional Usage

The Client understands and agrees that the above rights do not include the right to modify Munar Management Content or Client Content unless explicitly agreed upon in writing by Munar Management, in respect of the agreed output.

Further, the Client agrees that any request for use outside the terms specified in the Estimate will be subject to an additional quote and an extra invoice.

3. License Terms

This license is granted on an exclusive, strictly personal basis, for the duration stipulated below, and does not prejudice Munar Management’s right to reuse the Munar Management Content and Client Content as examples for future clients.

The license is granted globally for twelve (12) months from the validation of each Munar Management Content and Client Content, unless otherwise stated in the Estimate or any other applicable contract.

The license will only come into effect upon the Client’s full payment of all invoices related to the respective services. This license is also contingent on this full payment and will automatically be canceled in the event of a dispute or issue with payment.

The transfer of production files and sources to the Client can be arranged by signing an additional agreement, dated and signed by all parties, with an additional fee to be set in the agreement.

4. Client Content Usage

The Client grants Munar Management a license to use Client Content in the course of providing services.

This license covers:

• The right to reproduce Client Content, which includes copying, modifying, translating, adapting, integrating, duplicating, or printing any part of the Client Content, through any means known or unknown at the time of the Contract.

• The right to represent Client Content, meaning publishing, sharing, broadcasting, or sending Client Content to third parties and the public by any means, known or unknown at the time of the Contract.

This license is granted on a non-exclusive, free basis, worldwide, and for the duration of the intellectual property rights associated with the Client Content.

5. Client Guarantees

The Client guarantees that they hold all necessary rights and authorizations to grant this license and, in general, for the exploitation of the Client Content. The Client agrees to indemnify Munar Management against any disputes, claims, or legal actions from third parties or authorities resulting from the use of Client Content by Munar Management under the terms of this Contract.

6. Other Rights and Protected Content

All rights not expressly transferred under Article 10.1 are reserved by Munar Management. This includes, but is not limited to, Munar Management’s rights over its trademarks, software, designs, databases, and intellectual property (including databases of potential clients, prospects, or users).

As for databases, they may be made accessible to the Client through a written license, to be negotiated and concluded between both parties. This agreement will outline the duration, volume, authorized use, and remuneration for accessing such data as part of services provided under white-label operations.

ARTICLE 11 – SAPIN LAW (ADVERTISING SPACE PURCHASES):

If the execution of the Services includes or involves the purchase of advertising space under Law No. 93-122 of January 29, 1993, relating to the prevention of corruption and transparency in economic life and public procedures (commonly referred to as the “Sapin Law”) (for example, in the case of Media Buying services), the Client, by signing this Agreement, grants Munar Management the authority to act on its behalf to make such purchases with the corresponding media and agencies.

The financial conditions of this mandate (Munar Management’s compensation as an agent) will be specified as a separate line item in the Estimate.

The billing and payment terms for the Services involved remain the same as specified in Articles 7.2 and 7.3 above.

Munar Management will provide the Client with a detailed report on how these purchases were made and the performance of the corresponding advertising campaigns. In this regard, the Client understands and agrees that by these General Terms and Conditions, it authorizes Munar Management to perform the financial transactions related to these media purchases in accordance with the terms outlined in said report.

For custom services (advertising campaigns) carried out through the Munar Management platform, the Client will also have access to a performance tracking tool, including performance metrics (analytics) from social media platforms.

To do so, the Client may designate one or more users from its team, who will be granted access to the online performance tracking tool. The Client understands and agrees that access to this tool is strictly personal and confidential and is subject to the terms of use attached in Annex 2. The Client guarantees that the users will comply with applicable laws and regulations and the aforementioned terms of use at all times.

ARTICLE 12 – LIABILITY:

Munar Management’s Liability

In any case, the Client understands and agrees that Munar Management’s liability for any breach shall not exceed the amount corresponding to the price of the Services involved in the breach.

In particular, the Client understands and agrees that Munar Management shall not be liable for any material damages to the Client’s premises, equipment, or furniture. The Client also agrees that Munar Management will not be held liable for any loss of profits, business disruption, claims, or demands made against the Client by third parties.

Moreover, the Client waives any claims against Munar Management for damage to files or documents entrusted to it.

Any dispute, claim, or complaint related to Influencer Content must be addressed and resolved directly with the Influencer responsible for creating or originating such Content, and Munar Management will not be held liable for such Influencer Content.

Client’s Liability

The Client is solely and fully responsible for the legality of the Client’s Content under applicable laws and regulations. The Client guarantees this legality and agrees to hold Munar Management harmless from any disputes, claims, or actions by third parties or any penalties imposed by authorities or courts arising from the use of Client’s Content by Munar Management in accordance with the Agreement.

The guarantee mentioned above includes but is not limited to, taking responsibility for or reimbursing Munar Management for any penalties, damages, or fines incurred, suffered, or imposed in connection with such disputes, claims, actions, or penalties, as well as the legal expenses incurred by Munar Management in defending its rights.

The Client guarantees compliance with its obligations by any third party, employee, or subcontractor to whom it may entrust the execution of services, and will remain fully responsible to Munar Management for their actions, even if they delegate execution to any third party.

For services involving influencers, the Client understands and agrees that the price for these services is based on the fact that influencers are legally classified as service providers (self-employed or similar), not as employees of Munar Management. Therefore, the execution of these services does not involve the payment of employer contributions by Munar Management in connection with the influencers. Should influencers be reclassified as employees due to legal, regulatory, or judicial developments, the Client agrees to cover all associated social and tax charges and reimburse Munar Management for these costs.

ARTICLE 13 – COMMERCIAL REFERENCE:

Unless explicitly stated otherwise by the Client, notified to Munar Management by registered mail, Munar Management shall have the right to mention the Services performed for the Client as a reference in its commercial prospecting, external communication, and advertising efforts.

This right includes the right to use the Client’s usual names and trademarks, even if they are protected as registered trademarks, worldwide, on any media platform, for an unlimited duration.

ARTICLE 14 – CONFIDENTIALITY:

The Parties may have access to each other’s confidential information in the course of executing the Agreement.

Confidential information, as defined in this Article, includes all commercial, technical, financial, or other information, documents, or data exchanged between the Parties, including, but not limited to, written or printed documents, plans, samples, models, or generally any means or support used for disclosure.

The Parties agree to maintain the strictest confidentiality of all confidential information from the other Party, in a manner at least equivalent to how they protect their own confidential information.

This obligation will remain in effect for the duration of the Agreement as defined in Article 4 above and for an additional period of two (2) years following the expiration of the Agreement.

This obligation will no longer apply if the confidential information becomes publicly available through no fault of the Party receiving the information.

ARTICLE 15 – MODIFICATION:

Munar Management reserves the right, at its sole discretion and at any time, to change, modify, complete, or remove all or part of these General Terms and Conditions, in order to account for any legal, regulatory, jurisprudential, or technical changes.

These modifications will apply to Agreements concluded after the date of the new version of the General Terms and Conditions (as indicated at the top of the document).

ARTICLE 16 – PERSONAL DATA PROTECTION:

Each Party may collect and process personal data of the other Party’s employees (such as name, email address, phone number, etc.) for the purposes of managing administrative operations related to contracts, orders, receipts, invoices, payments, and the overall management of the relationship with the service provider. The data is intended for the internal services of each Party responsible for handling the relationship with the service provider.

In this regard, the Parties agree to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and the Council of April 27, 2016, on the protection of individuals with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) for personal data (the “Data”) they collect and/or process in the course of their business relationship. They will apply appropriate administrative and technical measures to ensure the security, confidentiality, and integrity of the Data exchanged during their commercial relationship. As such, they will not alter, damage, modify, or delete the Data without the express consent of the individuals concerned.

The collected Data will be retained for as long as necessary to fulfill the purpose of the processing.

Individuals concerned are informed that they have the right to:

• Request information about the processing of their Data.

• Access their Data, and request corrections for any incorrect, inaccurate, or incomplete Data.

• Request the deletion of Data when it is no longer needed or if its processing is unlawful.

• Request the limitation of the processing of their Data in specific cases.

• Retrieve their Data in a commonly used, machine-readable format for personal use or transfer to another service provider.

In all cases, the individuals concerned may directly contact the Data Protection Officer of the Client at the provided email address or the legal department of Munar Management at the following email: [insert email address here].

Lastly, if material or moral damage arises due to a violation of the GDPR, the individual concerned has the right to lodge a complaint with the competent authority for the protection of personal data (such as CNIL).