general terms of sale

1. Objet

These General Terms of Sale (hereinafter the "GTS") define the conditions under which KindMoth Studio (hereinafter the "Service Provider") provides video game development consulting services.

The services may include in particular:

• Audits of video game projects
• Strategic and operational consulting
• Individual or team coaching
• Production support
• Mentoring for Game & Narrative Designers, Producers, managers/leads, or studio founders

Areas of intervention include in particular:

Game design

• Gameplay (core loop, mechanics, balancing, 3Cs)
• Game economy (soft/hard currency, monetization, progression)
• Player retention and engagement
• Narrative and player experience

Production

• Market analysis and competitive benchmarking
• Review and improvement of production documentation (GDD, TDD, design documents)
• Production organization and methodologies

Direction Artistique et Expérience Utilisateur

• Art direction
• User interface (UI)
• User experience (UX)
• Visual consistency

The precise characteristics of each engagement are defined in the quote accepted by the Client.

2. Acceptance of the GTS

Any order implies full and unreserved acceptance of these GTS.
A signed quote, accompanied by the words "Approved" ("Bon pour accord") or any written validation (including by email), constitutes acceptance of these GTS.

3. Description of Services

Services are performed on the basis of information provided by the Client.
Depending on the engagement, they may include in particular:

• A detailed audit
• Written recommendations
• An analysis report
• Consulting sessions
• Individual or group coaching sessions
• Working workshops
• Video conference or in-person meetings (if specified in the quote)
• Follow-up support

The Service Provider remains free to choose the methods and tools it deems best suited to the engagement.

4. Client Obligations

The Client agrees to:

• Provide accurate, complete, and truthful information
• Provide the documents, access, and technical materials necessary
• Meet the agreed deadlines for transmitting information
• Designate a point of contact

Any delay or incomplete information may result in a postponement of the schedule without engaging the Service Provider's liability.

5. Delivery Timelines

The timelines indicated in the quote are provided for informational purposes only.
They may be extended in particular in the event of:

• Delay attributable to the Client
• Modification of the scope of the engagement
• Unavailability of necessary materials
• Force majeure

The Service Provider will inform the Client as soon as possible of any change to the schedule.

6. Pricing and Payment Terms

Prices are expressed in euros, excluding tax (HT), unless otherwise stated.
Unless otherwise specified in the quote:

• A deposit of 30% is due upon order
• The balance is payable upon receipt of the invoice

Payment may be made by bank transfer or any other means accepted by the Service Provider.

In the event of late payment:

• Penalties calculated at the legal rate in effect will be due automatically
• A flat-rate indemnity of €40 for collection costs will be applied in accordance with Article L.441-10 of the French Commercial Code

The Service Provider also reserves the right to suspend the performance of any service until outstanding amounts are paid.

7. Modification or Extension of Engagement

Any Client request modifying the initial content of the service will be subject to:

• A supplementary quote, or
• An amendment accepted by both parties

No additional service will be performed without prior agreement.

8. Intellectual Property

The methods, tools, models, working documents, analyses, reports, and recommendations remain the intellectual property of the Service Provider.
After full payment, the Client benefits from an internal right to use the deliverables.
Unless otherwise agreed in writing by the Service Provider, the Client may not:

• Resell the deliverables
• Distribute them publicly
• Publish them in full
• Use them for commercial purposes independent of their project

The Service Provider retains all of its know-how, methods, and knowledge acquired before or during the engagement.

In the event that the Service Provider creates, within the scope of the engagement, original works that may be protected under the French Intellectual Property Code (including, without limitation: game design concepts, texts, narrative elements, design documents, interfaces, visuals, illustrations, or any other original content), the related intellectual property rights remain the exclusive property of the Service Provider until a separate rights assignment agreement is concluded. Any assignment of rights will be the subject of a written agreement specifying in particular the scope of the rights assigned, their purpose, duration, territory, and the corresponding compensation, in accordance with the provisions of the French Intellectual Property Code. In the absence of such an agreement, no assignment of intellectual property rights shall be deemed to have been granted.

9. Confidentiality

The Service Provider agrees to keep strictly confidential the information communicated by the Client.
This obligation remains in effect for a period of five (5) years following the end of the engagement.
The Client may request the signing of a specific non-disclosure agreement (NDA).

10. Personal Data

When personal data is communicated as part of the engagement, each party agrees to comply with applicable regulations, including the General Data Protection Regulation (GDPR).
The data is used solely for the performance of the service and the administrative management of the business relationship.

11. Liability

The Service Provider is bound by an obligation of means (best-efforts obligation).
The recommendations made constitute professional opinions intended to inform the Client's decisions.
The Service Provider does not guarantee in particular:

• The commercial success of a game
• The obtaining of financing
• Approval by a publisher
• The improvement of commercial performance
• Results obtained following implementation of the recommendations

In any event, the Service Provider's liability is limited to the amount excluding tax actually paid by the Client for the service in question.

12. Cancellation and Termination

In the event of cancellation by the Client:

• The deposit paid remains the property of the Service Provider
• Services already performed will be invoiced on a pro-rata basis according to their progress

The Service Provider may terminate the engagement in the event of a serious breach by the Client of its obligations, after formal notice has remained without effect

13. Force majeure

Neither party may be held liable for a delay or failure to perform resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code.

14. Commercial References

Unless the Client objects in writing or a specific confidentiality clause applies, the Service Provider may mention the Client's name, logo, and the general nature of the engagement as a commercial reference.
No confidential information will be disclosed.

15. Governing Law and Dispute Resolution

These GTS are governed by French law.
The parties agree to seek an amicable resolution before any legal proceedings.
In the absence of an amicable agreement, any dispute will be submitted to the competent courts of the jurisdiction of the Service Provider's registered office, subject to applicable legal provisions.

16. Nature of Coaching and Consulting Services

The coaching, mentoring, and consulting services offered by the Service Provider are intended to support the Client in developing their skills, working methods, and video game projects.
These services are based on a collaborative approach involving the Client's active participation. The Service Provider makes its expertise available, formulates recommendations, and suggests areas for improvement, but in no way replaces the Client in their decision-making.

The Client remains solely responsible for:

• The decisions made following exchanges with the Service Provider
• The implementation of the recommendations made
• The technical, artistic, organizational, financial, or commercial consequences resulting from their choices

Coaching and consulting services constitute an obligation of means and not an obligation of result. The Client acknowledges that the recommendations made are provided based on the information available to the Service Provider at the time of the engagement and constitute professional opinions intended to inform their decision-making.

17. Contact

KindMoth Studio
‍E-mail : hello@kindmoth.studio
‍
Business activity carried out under a Business Project Support Contract (CAPE – Contrat d'Appui au Projet d'Entreprise).
The business activity is legally hosted by:
‍ALTITUDE
Legal form: Non-profit association (French Law of 1 July 1901)
‍Registered office: 3 chemin du Pigeonnier de la Cépière, 31100 Toulouse, France
‍Company registration number (SIREN): 424 845 949
‍Establishment registration number (SIRET): 424 845 949 00116
‍French Association Registration Number (RNA): W313007826
Intra-Community VAT : FR54424845949