General Conditions of Sale and Provision of Services

MotionClique – Last updated: August 12, 2025

Preamble

These general conditions of sale and provision of services (hereinafter “CGV”) govern all contractual relations between the company MotionClique (hereinafter “the Agency") and its clients or professional partners (hereinafter "the Client”).

Any order or acceptance of a quote implies the Client's full acceptance of these General Terms and Conditions, which prevail over any other document, unless otherwise agreed in writing.

For any questions or requests for information, the Client can contact the Agency.
sales@motionclique.com

1. Order and Commitment

The service begins only after.

• Express and written validation by the Client of the detailed quote sent by the Agency.
• Receipt, where applicable, of the deposit mentioned on the quote.

Any validation of a quote contractually binds the Client.

2. Payment Terms

Unless otherwise stipulated in the quote, full payment for the service is made within seven (7) calendar days from the date of receipt of the invoice.

In case of late payment.

• Late payment penalties may be applied automatically, calculated according to the legal rate provided for by current Malagasy legislation.
• A fixed compensation for recovery costs may be invoiced in accordance with the applicable legal provisions.

Failure to pay an invoice on time authorizes the Agency to suspend or cancel any current order, without prejudice to any other legal action.

3. Intellectual Property and Corrections

Unless otherwise stipulated in the quote.

• Each project includes two (2) round trips maximum corrections.
• The property rights to exploit the creations are transferred to the Client only after full payment of the agreed price.

Until full payment, all rights remain the exclusive property of the Agency.

Source files are only provided upon express request and may be subject to separate invoicing.

4. Commercial Use Rights

Unless otherwise indicated on the quote, the creations delivered by the Agency (videos, visuals, animations, etc.) are granted to the Client under licence non exclusive for commercial use.

This license includes.

• Distribution on the Client's digital media (website, social networks, web and social network advertising campaigns, newsletters).
• Internal or external use within the framework of the Client’s brand communication.

This license excludes.

• The resale of creations to third parties or their integration into products intended for resale.
• Use on marketplaces or in mass-sold projects (e.g. NFTs, templates, applications, etc.).
• Access to source files (except with prior agreement and specific invoicing).

Any full, exclusive or extended assignment may be negotiated and will be subject to a suitable license, with separate financial conditions.

5. Confidentiality

The information, documents and exchanges between the parties are confidential.

Any public communication or dissemination requires the prior written consent of the other party.

6. Force Majeure and Termination

In the event of force majeure (as defined by Malagasy law) or serious breach of contractual obligations, the mission may be suspended or terminated automatically, without compensation for either party.

7. Liability

The Agency's liability, for whatever reason, is strictly limited to the amount billed for the service excluding taxes.

Under no circumstances can the Agency be held liable for indirect, consequential or immaterial damages (loss of business, data, customers, etc.).

8. Disputes and Applicable Law

These T&Cs are governed by the Malagasy law.

In the event of a dispute relating to the interpretation, execution or validity of these General Terms and Conditions.

• The parties undertake to seek an amicable solution within a reasonable time.
• In the absence of an amicable agreement, the competent jurisdiction will be exclusively the Court of Antananarivo (Madagascar), even in the event of multiple defendants or a third-party claim.

9. Acceptance of the Conditions

Acceptance of the quote by the Client implies full acceptance of these General Terms and Conditions, which form an integral part thereof.