GENERAL TERMS AND CONDITIONS OF SALE

The terms used herein and listed below shall always have the meaning given to them in this Article.

-          “Advanced" Service: refers to the Advanced Service level defined in Article 3.6;

-          Article: refers to any of the articles in these GTCU;

-          API: an acronym for Application Programming Interface, a software interface that connects one software application or service to another in order to exchange data and functionality;

-          BOH: acronym for "Back Of House", corresponding to all areas not accessible to the client within the facility such as staff areas, offices, laundry, Kitchen…;

-          Budget(s): refers to the different types of estimated budgets made available to Users depending on the Service subscribed to (see the Comparative Table for an overview);

-          Client: natural or legal person using and, where applicable, subscribing to one or more Services.

-          Comparative table: refers to the table comparing the main functions of the Services, which can be found in Appendix 1 ;

-          Confidential Information: refers to any information that Clients may transmit to FIGURZ, whatever its nature or medium or its medium ; this includes, but is not limited to, (i) any technical, operational or commercial information relating to the Projects, and in particular (ii) any solutions, products, technologies, software, know-how, tangible or intangible results of studies, information on clients and/or prospects, corporate strategies, and (iii) any information identified as "confidential";

-          “Consultancy” Service: refers to the level of “Consultancy Service” defined in Article 3.7;

-          Facility(s): refers to one or more Facilitys open to the public, housing individual(s) or collective(s), private or public, whose opening is envisaged as part of a Project;

-          FF&E: Furniture, Fixtures and Equipment, i.e. furniture, accessories and equipment, mostly prescribed by an interior designer, where aesthetics are generally more important than use: furniture, lighting, curtains, etc.;

-          FIGURZ: refers to FIGURZ, a simplified joint stock company with capital of €1,000, having its registered office at 13, rue de Béarn, 75003 Paris, registered in the Paris Trade and Companies Register under number 981 386 063;

-          FIGURZ Tool: refers to the set of digital tools made available to Clients by FIGURZ on the Website for estimating budgets and schedules and setting up Projects;

-          “Flash" Service: refers to the level of "Flash" Service defined in Article 3.3;

-          Glossary: refers to the glossary accessible under the "Glossary" tab on the Website, consisting of simplified definitions, without legal value, of the main terms relating to the interior design and construction professions;

-          Interface Website: third-party websites which the User can access via the Website;

-          Linked Content: refers to the content made available on the Interface Websites;

-          “One Shot” Service: refers to the One Shot Service level defined in Article 3.4;

-          OS&E: Operating, Supplies & Equipments, i.e. operating equipment and supplies, mainly prescribed by the operator of a facility and whose use is generally more important than their appearance: minibars, spatulas, hoovers, etc.;

-          Party (ies): refers to the Client and/or FIGURZ ;

-          Payment Service Provider: refers to the American company STRIPE, which specializes in online bank payments, enabling Clients to pay for the use of the "Premium" or “Advanced” Services;

-          Personal Account: refers to the interface of the User who has subscribed to the “Flash”, "Open Bar" Service or the "Brand Bar" Service;

-          Personal Data: in accordance with the regulations applicable to Personal Data (General Data Protection Regulation of 25 May 2018, No. 2016/679 "GDPR" and the Data Protection Act No. 78-17 as amended), refers to any personal data relating to a natural person User that directly or indirectly allows his/her identification, and which is processed by FIGURZ ;

-          “Premium” Service: refers to the Premium Service level defined in Article 3.5;

-          Project(s): refers to one or more development projects with facilities that are opened to the public, individual or collective housing, private or public;

-          Project Program: configuration incorporating the characteristics of the Facilities (restaurant, SPA, garden, distribution of suites, etc.);

-          Questionnaire: refers to the questions asked when using the FIGURZ Tool, which vary from the most general to the most specific depending on the Service subscribed to;

-          Quick Tips: refers to the general recommendations made by FIGURZ following use of the Services;

-          Service(s): refers to one or more Services, defined in Article 3, made available by FIGURZ via the Website;

-          Responsibility Matrix: refers to an informative, non-contractual document detailing the role of each party from purchase to installation for each product category;

-          Schedule(s): refers to the different types of estimated schedules made available to Users depending on the Service subscribed to (see the Comparison Table for an overview, line "Duration");

-          User: natural person using one or more Services;

-          Website: refers to the Internet website operated by FIGURZ and accessible via the following link https://www.figurz.eu.

3.1 Different levels of Services ("Flash", "Advanced", "Premium", “Consultancy”) - The Website provides Users with different levels of Services, which are detailed in Articles 3.2 to 3.8 below.

A table comparing the different Services offered is provided in Appendix 1.

3.2 Essential characteristics of the Services - The Website provides the FIGURZ Tool which enables Clients to access Budgets and Schedules immediately after completing the Questionnaire.

The estimates proposed by the FIGURZ Tool (i.e. Budgets and Schedules) are calculated using the data provided by Clients on the Website, in response to the questions asked (for example: "What standard of accommodation do you envisage?", "How many rooms?", etc.) in the Questionnaire.

The FIGURZ tool does not consider any information other than that transmitted to FIGURZ.

The Budgets and Schedules determined by the FIGURZ Tool are not a substitute for in-depth studies of the Project by specialists, who alone will be able to finalize and adjust the budgets and schedules relating to a Project. 

3.3 "Flash" Service - The "Flash" Service is the first estimation service offered by FIGURZ, accessible following the creation of a Personal Account under the conditions set out in Article 4. 

The "Flash" Service is intended for Users who are in the process of defining their Project and deciding how to finance it. 

The Flash "Service" is entirely free.

Budgets and schedules are obtained immediately following responses to the Questionnaire and will be accompanied by brief explanatory comments.

The User will then be able to rate the Budgets and Schedules and share them with one or more recipients by email.

Users will also be able to subscribe to the ‘Advanced’ or ‘Premium’ Services directly from their Personal Account - it being specified that before subscribing to the ‘Premium’ Service, Users will be given a preview of the specific personal area of the FIGURZ Tool referred to in article 3.5 below (without being able to use it).

At the end of the use of the Flash service, and based on the information provided, the user will receive an email at each critical phase of the project containing brief recommendations.

The purpose of these quick recommendations is to highlight potential points of concern and, where appropriate, suggest additional consulting services. These emails do not, under any circumstances, constitute a newsletter.

The sending schedule depends on each project and its progress. Client and/or project information will not be shared with any partners unless the user expressly requests it for specific needs.

The user may, if they wish, opt out of receiving these recommendations by submitting a written request to FIGURZ.

3.4 "One Shot 180" Service – The "One Shot 180" Service allows Users, during the planning and conceptualization phase of a Project, to benefit from an enhanced version of the "Flash" Service through the provision of additional information (for example: “adjust fit-out to be integrated into the Budgets,” “define the type of destinations (mountain, seaside, countryside, urban),” “modify the size of common areas”) communicated by the User during a telephone conversation with FIGURZ.

The User of the "One Shot 180" Service shall schedule a telephone or video-conference appointment with one or more members of the FIGURZ teams (employees, partners, executives) via an API implemented on the Website, after having paid the fee in accordance with the general terms and conditions of sale. Upon payment, the appointment shall be confirmed for the telephone consultation, which shall not exceed fifteen (15) minutes.

Upon receipt of the Budgets and Timelines, the User may request modification the same day from FIGURZ in accordance with the general terms and conditions of sale.

Subscription to the "One Shot 180" Service automatically includes a subscription to the "Flash" Service.

3.5 "Premium" Service – The "Premium" Service enables Users, in the planning and conceptualization phase of one or more Projects, to benefit from the "Flash" Service on an unlimited and flexible basis, in an enhanced version thanks to additional information (for example: "adjust the fit-out to be included in the Budgets", "define the type of destinations (mountain, sea, countryside, city)", "vary the size of public areas") provided by the User within a specific personal area of the FIGURZ Tool.

This service allows the User to update Budgets and Schedules throughout the entire lifecycle of the Project. The User may manually modify estimates, perform the "Advanced" Service, or validate the Project as is until the next update.Budgets may evolve through periodic updates aligned with the various phases of the Project.

At the end of the Project, the User will be able to measure any discrepancies using performance indicators ("KPIs").

The User of the "Premium" Service also benefits from the ability to adjust responses to the Questionnaire based on the progress of the Project.

The "Premium" Service is accessible either after using the "Flash" Service or directly via the "Services" tab on the Website.

The "Premium" Service requires the creation of a Personal Account by the User, under the conditions defined in Article 4, on which the Budgets and Schedules generated through the various uses of the FIGURZ Tool will be displayed.

The User may share the FIGURZ Budgets and Schedules with one or more recipients (including relevant Project stakeholders).

The User also benefits from recommendations aligned with the various phases of the Project.

In addition to these recommendations, upon completion of a hotel simulation under the Premium service, and based on the information provided, the user will receive an email at each critical phase of the project containing brief recommendations.

The purpose of these quick recommendations is to highlight potential issues and, where appropriate, suggest additional consulting services.

These emails do not, under any circumstances, constitute a newsletter. The sending schedule depends on each project and its progress.

Client and/or project information will not be shared with any partners unless the user expressly requests it for specific needs.

The user may, if they wish, opt out of receiving these recommendations by submitting a written request to FIGURZ.

The "Premium" Service is subject to a per-project or monthly subscription with a minimum commitment of 6 months and may be terminated in accordance with the general terms and conditions of sale.

Budgets and Schedules obtained under the "Premium" Service are for the exclusive use of the User.

All documents issued during the User journey of the "Premium" Service are the exclusive property of FIGURZ.

3.6 "Advanced" Service – The "Advanced" Service enables Users, during the planning and conceptualization phase of their Project, to access Budgets and Schedules that incorporate the Project Program.

The "Advanced" Service is accessible:

-          either after using the "Flash" or "Premium" Service. Upon obtaining Budgets and Schedules through one of these Services, the User may generate a one-time-use code allowing subscription to the "Advanced" Service, it being understood that the code will identify the Project for which Budgets and Schedules were estimated via the "Flash" or "Premium" Service;

-          or directly from the “Services” tab on the Website.

Incorporating the Project Program into the FIGURZ Tool enables the generation of a detailed Questionnaire, including parameters such as room mix, number of seats for each type of restaurant within the Facility, etc.

Responses to the Questionnaire—where applicable with FIGURZ’s assistance—comprising general and specific questions, combined with a thirty-minute telephone conversation with one or more members of the FIGURZ teams (scheduled via an API on the Website after subscribing to the "Advanced" Service), will result in the creation of personalized Budgets and Schedules.

Budgets and Schedules will be delivered within 48 hours (this timeframe is indicative, excluding weekends and public holidays) following completion of the Questionnaire and payment in accordance with FIGURZ’s general terms and conditions of sale. They will be accompanied by a document detailing the Responsibility Matrix and Quick Tips.

If the User completes the Questionnaire but does not pay for the "Advanced" Service as per the general terms of sale, the information entered regarding the Project will be retained by FIGURZ in accordance with its confidentiality policy.

The User is solely responsible for the accuracy of the information provided.

FIGURZ will only include responses to the questions submitted in its study. The "Advanced" Service does not include the analysis of any documents. Should the User wish to have documents reviewed or request any services beyond those subscribed, they must make a formal request to benefit from the "Consulting" Service, the cost of which shall be determined pursuant to the general terms and conditions of sale.

The User may then share the Budgets and Schedules generated by FIGURZ with one or more recipients.

Provided that the User makes no modifications whatsoever to the Budgets, Schedules, or any other document or information provided by FIGURZ under the "Advanced" Service, they may transmit these materials to their client under the conditions outlined in the general terms and conditions of sale.

Subscription to the "Advanced" Service automatically includes access to the "Flash" Service.

The pricing conditions for the "Advanced" Service are set out in Appendix 2.

The Client has access to the "Advanced" Service with no long-term commitment, it being specified that the cancellation conditions are set out in Article 5.

3.7 "Consulting" Service – The "Consulting" Service enables Users, during the planning and conceptualization phase of one or more Projects, or during the execution phase of a Project, to benefit from a 30-minute videoconference with one or more members of the FIGURZ teams (employees, partners, managers), during which the User may:

-          ask questions relating to FF&E / OS&E in connection with their Project(s);

-          request the analysis of specific documents within FIGURZ’s area of expertise; or

-          request FIGURZ’s participation in specific meetings falling within its scope of competence.

3.8 FIGURZ provides Visitors and Clients with the comparative table of the different Services proposed on the service page.

4.1 The “Flash” Service is free of charge - The Flash Service is entirely free of charge.

4.2 Price of the "One Shot" Service – Upon subscription, the Client either: 

(i) pays the initial price of 189 euros excluding tax, and where applicable the additional price referred to below, by bank transfer; or 

(ii) is redirected to the Payment Service Provider’s platform in order to:
▪  pay the initial price of 189 euros excluding tax;
▪  and, if the Client wishes to request modifications to the Budgets and Schedules obtained through the "One Shot" Service, pay the additional price (to be agreed between the Parties by any means). 

This payment method is secured through a data encryption procedure to prevent interception of such information by third parties.

As the security of this information is ensured by the Payment Service Provider, the latter reserves the right to refuse any payment in the event of a payment incident or dispute. For any information concerning its banking details, the Client must contact the Payment Service Provider directly. 

4.3 Price of the "Premium" Service – The "Premium" Service requires a monthly subscription in accordance with the pricing schedule set out in the Appendix, excluding taxes, with no commitment, and cancellable at any time.

Upon subscription, the Client shall complete a registration form. The Client will then receive a SEPA direct debit request from FIGURZ.

Direct debits will be made on the monthly anniversary date of the subscription.

The Client also has the option to pay in advance for one year of the "Premium" Service subscription via a single bank transfer or two biannual transfers.

If a Partner recommends that a Client subscribe to the "Advanced" Service, the Partner's subscription to one or more Services may be subject to a commercial discount to be agreed upon between the Partner and FIGURZ

4.4 Price of the "Advanced" Service – The Client completes the Questionnaire before being redirected to the Payment Service Provider’s platform to:

• pay the price in accordance with the pricing schedule set out in Appendix 2 – it being specified that if the Client has indicated in the Questionnaire that the Project includes neither any guest rooms nor any common areas (such as restaurants, spa, etc.), the price of the "Advanced" Service will be reduced by 50%;

• or have the price paid by a third party, such as their own client.

This payment method is secured through a data encryption process to prevent interception of the information by third parties.

As the security of this information is managed by the Payment Service Provider, the latter reserves the right to refuse any payment in the event of a payment incident or dispute. For any information regarding banking details, the Client must contact the Payment Service Provider directly. 

The price of the "Advanced" Service may be re-invoiced by the Client to a third party (e.g., their client).

4.5 Price of the "Consulting" Service – The price of the "Consulting" Service is determined based on one or more hourly rates. A price estimate for the "Consulting" Service is available upon request by contacting FIGURZ by email at: gaetan@figurz.eu or martin@figurz.eu. 

If one or more members of the FIGURZ teams (employees, partners, executives) are required to travel (for example, to attend specific meetings falling within FIGURZ’s scope of expertise), travel expenses may apply. 

4.6 General Provisions, Late Payment Penalties, Suspension – All prices are stated in euros excluding taxes (excl. VAT).

Failure to make payments by the specified due dates will result in the suspension of the Personal Account.

In accordance with Article L.441-10 of the French Commercial Code, any late payment will result in the application of a penalty interest rate equal to the rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points. This rate may not be less than three times the legal interest rate. A fixed compensation of forty (40) euros will also be due in accordance with Article D.441-5 of the French Commercial Code.

5.1 Termination without fault - The Client may, at any time and without notice, terminate the subscription to the Services by the following means:

-        directly on the Website;

-        by sending an email to the following address: gaetan@figurz.eu.

Any cancellation made during the month will not give rise to a refund of the pro rata instalment deducted.

5.2 Termination for fault - In the event of a breach(s) by one of the Parties of its obligations, which has not been remedied within a period of thirty (30) days from the date of receipt of the registered letter with acknowledgement of receipt sent by the other Party or the sending of an e-mail notifying it of the breach(s), the Party affected may terminate, ipso jure, the subscription to the Services (in the case of a breach attributable to the Client) or request reimbursement of the monthly payment during which the Client did not have access to the Services subscribed to, provided that the breach is proven and attributable exclusively to FIGURZ (in the case of a breach attributable to FIGURZ).

6.1 Obligation of means (“obligation de moyens” according to French law) - FIGURZ undertakes to implement the Services, which constitute consultancy services, with diligence and professionalism, with the support of its knowledge, techniques and experience, it being specified that FIGURZ is bound by an obligation of means in this respect (“obligation de moyens” according to French law).

6.2 Exemption from FIGURZ liability - The estimates proposed by FIGURZ are simple orders of magnitude, calculated solely on the basis of the information provided by the Clients in the Questionnaire.

FIGURZ shall not, under any circumstances, be held liable in any way whatsoever for the Budgets, Schedules, or any other elements provided to Clients in connection with the use of the Services, particularly in the event of any discrepancy between such elements and the actual budgets and schedules of the Project(s) (or other comparative data).

The FIGURZ tool does not consider any information other than that requested in the Questionnaire.

Budgets and schedules for Services are not a substitute for in-depth studies of Projects by specialists, which are the only way to finalize and adjust budgets and schedules.

7.1 Clients acknowledge that they will be required to communicate Confidential Information to FIGURZ, gradually depending on the Service subscribed to.

7.2 In order to protect the confidential nature of the Confidential Information, FIGURZ undertakes under the terms of the Contract to :

(a)          to maintain absolute confidentiality of Confidential Information and to communicate it only to members of its staff, subject to the latter being bound by an obligation of confidentiality equivalent to that set out in the GTC;

(b)          not to communicate the Confidential Information to any third party, except with the prior written consent of the Client having communicated the Confidential Information concerned;

(c)           to use the Confidential Information solely for the purposes of performing the Service subscribed to by the Client, and therefore to refrain from any other use, directly or indirectly, in any form whatsoever, either for itself or on behalf of any third party, without the Client's express authorization.

7.3 It is understood that information which :

(a)          are generally known to the public at the time of their disclosure or afterwards, provided, in the latter case, that such disclosure is not the result of a breach of an obligation of confidentiality;

(b)          were known by FIGURZ in a legitimate and peaceful manner, before the date on which this Confidential Information was communicated to FIGURZ;

(c)           must be disclosed under the terms of any applicable law or regulation or at the request of the supervisory or regulatory body, authorities or courts;

(d)          is legitimately obtained from a third party by FIGURZ, without breach of any obligation of confidentiality;

(e)          are developed autonomously by one of the Parties, without the use of Confidential Information of the other Party;

(f)            are disclosed by one of the Parties with the prior written consent of the other Party.

Each of the Parties undertakes to comply with the laws and regulations relating to the protection of Personal Data, including (i) Act No. 78-17 of 6 January 1978 as amended relating to data processing, files and freedoms, Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and (ii) any other future applicable legislation that may supplement or replace them.

For the purposes of executing the General Terms and Conditions (with the exception of use of the Starter Service), the Parties may be required to communicate personal data to each other, such as, but not limited to: surname, first name, date of birth, postal address, e-mail address, telephone number.

FIGURZ processes this personal data for the sole purpose of managing the provision of Services, and managing and monitoring the relationship with the Client.

As regards the Personal Data collected by the Payment Service Provider, the latter acts as a subcontractor of your Personal Data for the purposes of carrying out the transaction and they are processed in accordance with its own conditions in compliance with the regulations applicable to Personal Data (RGPD and amended Data Protection Act) and in particular by implementing all appropriate security measures (encryption of the cryptogram, etc.).

The Payment Service Provider is responsible for the processing and protection of the Personal Data that you transmit to it for the proper completion of the payments involved in the transactions.

The Parties shall not be held liable for their failure to fulfil their obligations hereunder if the failure(s) result(s) from a case of force majeure as defined in article 1218 of the French Civil Code.

The Party invoking it undertakes to inform the other Party in writing of the nature and extent of the event within forty-eight (48) hours of its occurrence. In the event of suspension of the performance of these General Terms and Conditions for a period of more than thirty (30) days from notification by either of the Parties of an event of force majeure, each Party will have the right to terminate the General Terms and Conditions as of right without notice, by simple written notification sent to the other Party by registered letter with acknowledgement of receipt.

These General Terms and Conditions of Sale and all acts resulting from them are governed by French law.

These GTCS and the Contracts are written in French, as is all the information mentioned on the Website. In the event of a translation of these GTCS, only the French version will be deemed authentic between the Parties.

Any questions or complaints concerning these GTCS should be sent to FIGURZ by registered post with acknowledgement of receipt or by email to gaetan@figurz.eu. FIGURZ will do its best to answer any question or complaint.

Any dispute relating to these GTCS which has not been resolved amicably between the Parties within a maximum period of thirty (30) days from the date on which it arose will fall within the jurisdiction of the Commercial Court of Paris to which the matter has been referred by the most diligent Party, to which the Parties give exclusive jurisdiction regardless of the place of domicile of the defendant or the place where the damage was suffered.

If any of the provisions of these GTCS should prove to be null and void under any of the rules of law in force or by virtue of a judicial decision that has become final, these provisions shall be deemed unwritten, without this affecting the validity of the other provisions of the GTCS. The Parties will endeavor to replace these provisions with clauses reflecting their common intention.

The fact that FIGURZ does not invoke the application of one or more of the provisions of these GTCS shall not be interpreted as a waiver of the rights arising therefrom.

In the event of a contradiction between the title of an Article and its content, the content shall prevail.

11.1 Severability - If any provision or part thereof is or becomes invalid, illegal or unenforceable, it must be amended to the minimum extent necessary to make it valid, legal and enforceable. If such amendment is not possible, the whole or partial provision concerned must be deleted. Any modification or deletion in whole or in part of any provision under this clause shall not affect the validity and enforceability of the remainder hereof.

The fact that FIGURZ does not invoke the application of one or more of the provisions of these GTCS shall not be interpreted as a waiver of the rights arising therefrom.

In the event of a contradiction between the title of an Article and its content, the content shall prevail.

11.2 Recommendations - FIGURZ strongly recommends that all players in the value chain give priority to local or neighboring sourcing and anticipate the life cycle of the elements sourced.

FIGURZ also recommends involving a specialist consultant to finalize the Project budgets and schedules.