General Terms of Sale

Preamble

These general terms of sale (hereinafter the “Terms of Sale”) govern the commercial conditions applicable to the purchase of credits, the use of paid services and the monetisation of content offered by VIDEAS, a simplified joint-stock company (SAS) with a share capital of €1,000.00, registered with the Lille Trade and Companies Register under number 834 356 677, with its registered office at 4702, chemin de l’Aventure, 59236 Frelinghien, France, identified under intra-community VAT number FR78 834356677 and represented by its President, Mr Vivien Charlet (hereinafter “VIDEAS”).

Any purchase of credits on the Platform implies the User’s unreserved acceptance of these Terms of Sale.

1. Purpose and scope

1.1 Purpose

These Terms of Sale define the financial conditions applicable to the use of the Platform: the usage-based pricing model, the purchase and consumption of credits, payment and invoicing arrangements, and the conditions under which the User may sell their own content to their buyers.

1.2 Contractual documents and order of precedence

The relationship between VIDEAS and the User is governed by the following documents, listed in decreasing order of precedence:

1. Any specific agreement or quotation accepted by both parties;
2. These Terms of Sale;
3. The General Terms of Use and Service (hereinafter the “Terms of Use”);
4. The Data Processing Agreement (hereinafter the “DPA”), which nevertheless prevails over all other documents in all matters relating to the protection of personal data.

In the event of a conflict, the higher-ranking document prevails, solely to the extent of the conflict identified.

It follows in particular that commitments entered into under a specific agreement — as to service availability, support levels or pricing conditions — prevail over these Terms of Sale and over the Terms of Use, neither of which contains any such commitment.

1.3 Capacity of the User

The Platform is intended for professional use. By creating an account, the User declares that they are acting in the course of their commercial, industrial, craft, professional or non-profit activity.

Provisions specific to a User acting as a consumer within the meaning of the French Consumer Code are set out in Article 13 below.

2. Pricing model

2.1 Prepaid credit system

VIDEAS offers usage-based pricing built on a prepaid credit system, with no minimum term and no subscription. The User tops up their credit balance as needed, and their consumption is deducted from it on an ongoing basis.

One credit corresponds to one euro (1 credit = €1).

The credit balance constitutes neither a deposit, nor a payment account, nor electronic money. It bears no interest and confers no right to any payment to third parties.

2.2 Categories of credits

The User’s balance may comprise three categories of credits, subject to distinct regimes:

• Purchased credits — acquired by topping up. They do not expire and remain available for as long as the account is active.
• Bonus credits — granted free of charge in addition to a top-up. They follow the regime of purchased credits as to their validity period, but are under no circumstances refundable.
• Free credits — granted free of charge on registration and periodically thereafter. They expire under the conditions set out in Article 2.4 and are neither refundable, nor transferable, nor convertible into cash.

2.3 Free credits on registration

On creating their account, the User receives an initial balance of five (5) euros in free credits, with no payment details required, allowing them to try out the Platform.

2.4 Recurring free credits

VIDEAS additionally grants the User five (5) euros in free credits per month.

These credits do not carry over from one month to the next: at each monthly renewal, the free credit balance is reset to five (5) euros and any unused portion from the previous month is definitively lost. This expiry affects neither purchased credits nor bonus credits.

VIDEAS reserves the right to amend or discontinue this arrangement for the future, subject to the notice period set out in Article 3.5.

2.5 Top-up bonuses

VIDEAS may grant bonus credits on a top-up, according to amount tiers. The tiers in force and the corresponding bonus rates are shown on the Platform’s top-up page. They may be amended at any time for future top-ups, without affecting bonuses already granted.

2.6 Order of deduction

All consumption is deducted from the User’s balance in the following order: free credits first, then bonus credits, then purchased credits.

The purpose of this order is to preserve credits acquired for consideration and to consume first those whose validity is limited in time.

3. Pricing of services

3.1 Recurring services

Recurring services are billed on a daily pro rata basis and deducted daily from the credit balance. They include in particular:

• Video storage — per hour of video hosted per month;
• File storage — per gigabyte stored per month;
• Bandwidth — per gigabyte of data delivered, subject to the allowance set out in Article 3.2;
• Channels — per active channel per month;
• Custom domain — per connected domain per month.

3.2 Bandwidth allowance

Each month, the first terabyte (1 TB) of data delivered is not billed. Consumption in excess of that allowance is billed at the rate in force.

This allowance is assessed per account, per calendar month and without carry-over: any unused portion is lost at the end of each period.

3.3 One-off services

One-off services are billed per unit at the time of use and deducted immediately from the credit balance. They include in particular automatic subtitling, billed per minute of content processed.

3.4 Rates in force

The rates applicable to each service, together with the corresponding billing units, are set out on the Platform’s Pricing page, which is authoritative between the parties.

Rates are stated in euros excluding tax. Applicable value added tax is added at the time of top-up.

The total amount actually due, including value added tax where it applies, is shown to the User before they confirm their payment and appears on the invoice issued for each top-up.

3.5 Changes to rates

VIDEAS may change its rates at any time. Any change unfavourable to the User is notified to them by email at least thirty (30) days before it takes effect.

New rates apply to consumption occurring after they take effect and have no retroactive effect on consumption already billed. A User who does not accept the new rates may cease using the services concerned and close their account before the new rates take effect.

4. Payment terms

4.1 Means of payment

Credits are topped up by payment card (Visa, Mastercard, American Express) through the payment service provider Stripe. Users are invited to review Stripe’s terms at https://stripe.com/legal/ssa.

VIDEAS stores no payment card data: such data is collected and stored by the payment provider, in an environment compliant with the PCI-DSS standard.

4.2 Due date

Payment is due immediately at the time of top-up. Credits are added to the User’s balance as soon as the provider confirms payment.

4.3 Invoicing

An invoice is issued automatically for each top-up. The User may view and download it from their personal account.

5. Insufficient balance

The User is solely responsible for maintaining a balance sufficient to cover the consumption of their recurring services.

Where the balance is insufficient, VIDEAS may:

• notify the User by email;
• suspend access to paid services until the balance is topped up;
• suspend the sale of new content, under the conditions of Article 6.11;
• retain hosted content for a reasonable period following suspension.

Failing a top-up, VIDEAS may delete hosted content upon expiry of a period of thirty (30) days from the sending of a notice announcing that deletion and stating the date on which it may occur. Low-balance or suspension notices preceding it do not start that period. During that period, the User retains the ability to retrieve their content, including without topping up their balance.

6. Monetisation of content

6.1 Role of the parties

A User who activates monetisation (hereinafter the “Seller”) sells their content in their own name and on their own behalf, to their own buyers (hereinafter the “Buyers”).

The contract of sale is concluded between the Seller and the Buyer. VIDEAS is neither seller, reseller, sales agent, nor a party to the contract concluded between them: it provides the Seller with the technical means of sale and receives, in consideration, the commission set out in Article 6.4.

Content is sold under the Seller’s brand and identity, whose details appear on the invoices issued to Buyers.

It follows that the Seller is solely responsible, towards their Buyers and the competent authorities, for the content sold, its terms of sale, its conformity, pre-contractual information obligations and all of their legal obligations, including tax and social security obligations.

6.2 Activation of monetisation

Monetisation is not enabled by mere configuration: it is the subject of a request by the User, reviewed and approved by VIDEAS, which may refuse it without having to state reasons.

Collecting payments requires a registered entity. Monetisation is accordingly reserved for duly registered companies, associations and sole traders. It is not available to natural persons acting in a private capacity.

The User warrants the accuracy of the identity, country of taxation and VAT number information provided with their request, and undertakes to keep it up to date.

6.3 Payment account

Payments from Buyers are collected into a payment account opened in the Seller’s name with Stripe, through the Stripe Connect service.

That account is opened in the name of the entity declared by the Seller and belongs to them. A single account is opened per organisation and serves all of its channels. VIDEAS is not the account holder and has no right of disposal over the funds held in it; deactivating monetisation on a channel does not close it.

The opening and maintenance of that account are subject to Stripe’s conditions, in particular to identity verification obligations arising from anti-money-laundering regulations. Stripe may at any time require supporting documents and, failing production, withhold funds or suspend collection. VIDEAS exercises no control over such decisions and cannot be held liable for them.

VIDEAS stores no payment card data, bank details or identity documents of Sellers or Buyers: those items are collected and stored by Stripe.

6.4 Commission

VIDEAS receives a commission of fifteen per cent (15%) of the amount of each sale.

That commission is all-inclusive: it covers the provision of the selling features as well as payment processing fees. No entry fee, subscription or additional processing fee is charged to the Seller in respect of the sales made.

The rate applicable to the Seller is the one in force on the date their activation request is approved. It is shown in their settings area and does not follow subsequent changes to the Platform’s public rates. The selling currency is fixed in the same manner.

The commission is withheld as sales occur: the Seller has no payment to make to VIDEAS. A monthly statement and a commission invoice, issued as already settled, are made available to them as accounting records.

The commission constitutes consideration for a service supplied by VIDEAS from France. It is subject to French value added tax where the Seller is established in France, falls under the reverse charge where the Seller is a taxable person established in another Member State of the European Union who has provided a valid intra-community VAT number, and falls outside the scope of French VAT where the Seller is established outside the European Union.

6.5 Invoicing of Buyers — invoicing mandate

The Seller mandates VIDEAS to issue, in their name and on their behalf, the invoices owed to their Buyers in respect of sales made on the Platform, in accordance with Article 289, I, 2 of the French General Tax Code.

The Seller remains, as supplier, solely responsible for the particulars stated on those invoices and for the legal obligations arising from them. It is for the Seller to check the invoices issued in their name and to report any discrepancy to VIDEAS without delay.

The mandate may be revoked at any time; revocation entails suspension of monetisation, the issuing of invoices being inseparable from the purchase journey.

6.6 Value added tax on sales

The Platform automatically determines and applies value added tax to sales, on the basis of the country of taxation declared by the Seller, the Buyer’s country and the Buyer’s capacity, applying the intra-community reverse charge where relevant.

This functionality is provided as an assistance tool. VIDEAS does not warrant the fiscal accuracy of the treatment applied and assumes no advisory obligation in this respect.

The Seller remains solely liable for the value added tax due on their sales. It is for the Seller in particular to determine their tax regime, to complete their registrations — including, where applicable, with the VAT One Stop Shop (OSS) —, to declare and pay the tax due, and to ensure that the parameters they have declared accurately reflect their situation. Any consequence of an inaccurate or outdated declaration is attributable to them.

6.7 Payout of funds

Funds collected are transferred to the Seller’s bank account by Stripe, according to the payout schedule configured on their account. That schedule, the payout history and the destination bank account are matters for the Seller’s Stripe account and not for VIDEAS.

Payouts may be delayed by Stripe, in particular pending a supporting document or during the initial period of use of the account. Such a delay does not interrupt sales.

6.8 Refunds, unpaid amounts and disputes

The Seller alone decides whether to refund their Buyers and carries out the refund from their Stripe account. The refund is taken from the Seller’s funds.

Where a sale is refunded, VIDEAS returns to the Seller the commission received on that sale, less the payment processing fees definitively retained by the payment provider, which VIDEAS has borne and which are not returned to it.

Refunding a sale does not automatically withdraw access to the content: it is for the Seller to cancel the subscription or to request withdrawal of the access concerned.

Unpaid amounts, payment disputes and chargebacks, together with the dispute fees charged by the payment provider, are borne by the Seller and charged to their payment account. Where the balance of that account is insufficient to cover them, they remain owed by the Seller.

6.9 The Seller’s obligations towards their Buyers

The Seller is personally responsible for complying with the regulations applicable to the sales they make, and in particular, where they sell to consumers:

• for drawing up and making available their own general terms of sale;
• for the pre-contractual information owed to the Buyer;
• for handling complaints, refund requests and legal warranties;
• for appointing a consumer ombudsman, where this is mandatory.

Prior to payment, the Platform obtains the Buyer’s express agreement to immediate performance of the supply of digital content and their waiver of the right of withdrawal, under the conditions of Article L.221-28, 13° of the French Consumer Code. It is for the Seller to verify that this arrangement is suited to their offering and to supplement their own pre-contractual information where necessary.

6.10 Tax information for the Seller

VIDEAS makes available to the Seller, in their personal account, a monthly statement of their sales together with an annual summary of the gross amount of the transactions they have carried out through the Platform.

The Seller is informed that it is for them to declare the income derived from those transactions and to discharge the corresponding tax and social security obligations. General information on those obligations is made available by the authorities at impots.gouv.fr and urssaf.fr.

6.11 Suspension of monetisation

VIDEAS may suspend the ability to make new sales in the event of an insufficient credit balance, a breach by the Seller of their obligations, suspension of collection by the payment provider, or an abnormal rate of disputes.

In that event, subscriptions and access already acquired by Buyers continue to be served until the end of the period paid for, the corresponding consumption remaining chargeable to the Seller. Only the taking out of new subscriptions and the making of new sales are interrupted.

The Seller remains responsible for informing their Buyers and handling their requests throughout the period of suspension.

7. Refunds and withdrawal

7.1 Credits are non-refundable

Purchased credits are not refundable, save where the law provides otherwise or where these Terms of Sale expressly provide otherwise. Free credits and bonus credits are under no circumstances refundable or convertible into cash.

7.2 Available balance on account closure

Where the account is closed, whether at the User’s initiative or at that of VIDEAS, any unused credit balance is lost and gives rise to no refund, subject to Article 13.

7.3 Right of withdrawal

The right of withdrawal provided for by the French Consumer Code does not apply to professional Users.

Where it does apply, it is exercised under the conditions of Article 13.

8. Services quoted separately

The User may entrust VIDEAS with additional services covering installation, configuration, customisation, integration or support.

Such services are the subject of a prior quotation setting out their content, price, schedule and payment terms. An accepted quotation prevails over these Terms of Sale within the limits of its subject matter, in accordance with Article 1.2.

9. Liability

VIDEAS’s liability under these Terms of Sale is capped at the amounts paid by the User for the purchase of credits during the twelve (12) months preceding the event giving rise to the damage.

VIDEAS is not liable for indirect damage, loss of earnings, loss of opportunity, loss of anticipated profits, loss of customers or data, nor for the financial consequences of actions brought by third parties against the User.

These limitations apply neither in the event of wilful misconduct, nor gross negligence, nor in cases where the law excludes them.

These Terms of Sale contain no quantified availability commitment. Such commitments can arise only from a specific agreement, under the conditions of Article 1.2.

10. Term and termination

These Terms of Sale apply throughout the period of use of the Platform, with no minimum term.

The User may cease using the paid services and close their account at any time, under the conditions set out in the Terms of Use. Closing the account brings the billing of recurring services to an end, without retroactive effect on consumption already billed.

11. Changes to these Terms of Sale

VIDEAS may amend these Terms of Sale, in particular to reflect changes to its offering or to the applicable regulations.

Any material change is notified to the User by email at least thirty (30) days before it takes effect. Continued use of the Platform after that date constitutes acceptance. Failing acceptance, the User may close their account before the new conditions take effect.

The applicable version is the one in force on the date of the transaction concerned. The effective date of this version appears at the head of this document.

12. Severability

Should any provision of these Terms of Sale be held void or unenforceable, such invalidity shall not affect the other provisions, which shall remain in force. The provision concerned shall be replaced by a valid provision of equivalent economic effect.

13. Users acting as consumers

This Article applies by way of exception where the User acts as a consumer within the meaning of the preliminary article of the French Consumer Code. It then prevails over any contrary provision of these Terms of Sale.

Price. By way of derogation from Article 3.4, the total price of the top-up including value added tax is shown to a consumer User before they confirm their payment. No sum is taken from them without that amount having been presented to them.

Withdrawal. A consumer User has fourteen (14) days to withdraw from a credit top-up. By requesting immediate performance of the service, they accept that performance begins before that period expires and acknowledge that they may not exercise their right of withdrawal in respect of credits they have consumed. Unused credits are refunded to them.

Balance on account closure. By way of derogation from Article 7.2, purchased and unused credits are refunded to a consumer User who so requests when closing their account. Free credits and bonus credits remain excluded from any refund.

Complaints and mediation. A consumer User may address any complaint to [email protected]. They are informed that they may have free recourse to a consumer ombudsman with a view to the amicable resolution of their dispute, as well as to the European online dispute resolution platform. VIDEAS has not appointed a consumer ombudsman to date.

Jurisdiction. The jurisdiction clause set out in Article 14 is not enforceable against them. A consumer User may bring proceedings, at their choice, before the court of the place where they resided at the time the contract was concluded or where the harmful event occurred, or before any of the courts having territorial jurisdiction under the French Code of Civil Procedure.

14. Governing law and disputes

These Terms of Sale are governed by French law.

In the event of difficulty, the User is invited to send their complaint to VIDEAS by email at [email protected] or through the contact form. The parties shall endeavour to resolve their dispute amicably.

Failing an amicable settlement, and subject to Article 13, any dispute relating to the formation, interpretation, performance or termination of these Terms of Sale falls within the exclusive jurisdiction of the Lille Commercial Court, including where there are multiple defendants or third-party proceedings.