General Terms and Conditions

Effective version as of 01/10/2025

 1. Purpose

 These General Terms and Conditions of Sale (“GTCS”) define the terms and conditions under which Médi‑Productions provides professional clients with communication services intended for veterinary clinics.

 Any order placed implies full and unconditional acceptance of these GTCS by the Client, which prevail over any other document, unless expressly agreed otherwise in writing by the Service Provider.

2. Description of the services

 The Service Provider offers communication services, including in particular:

     • Provision of the subscribed services during the contractual period,

    • Activation of licences according to the selected services,

    • Shipping and troubleshooting of boxes in the event of a subscription to VisioCare Streaming TV,

    • Training and support for member clinics.

 The precise details of the subscribed services appear in the commercial contract or quotation signed by the Client, which forms an integral part of these GTCS.

3. Term of the contract and commitment

 The contract is concluded for a fixed term of twelve (12) to thirty‑six (36) months from the date of signature.

 The contract is irrevocable during the committed period.

 At the end of the initial period of 12, 24, or 36 months, the contract will be:

     • tacitly renewed for an equivalent period unless the Client sends a prior written request for non‑renewal at least 60 days before the anniversary date;

    • except where the parties have expressly provided otherwise in the initial quotation or contract.

 In the event of tacit renewal, service prices may not be increased by more than 5% of the initial amounts. If prices decrease compared with those in the initial contract, the new prices will be applied automatically.

4. Financial terms

 The Service Provider’s remuneration is invoiced according to the amount and payment schedule indicated in the signed quotation or contract.

 In the event of late payment, late‑payment interest will be applied automatically, calculated on the basis of the ECB base rate plus 10 points, as well as a fixed recovery fee of €50 (Art. L441‑10 of the Commercial Code).

5. Early termination penalties for monthly payments

 The Client acknowledges that the monthly rate is established based on a 36‑month commitment. In the event of early termination by the Client, except in the case of proven failure by the Service Provider to meet its contractual obligations, the Client shall owe, as a penalty clause, an indemnity equal to 100% of the remaining monthly payments due until the end of the contract.

 This amount becomes immediately payable upon notification of termination.

6. Obligations of the Service Provider / Distributor

 In the event that VisioCare services are distributed through a distributor, the Service Provider undertakes to perform its services in accordance with professional standards and the accepted quotation. This is an obligation of means, not of result.

 The Service Provider may use subcontractors for certain tasks, for which it remains responsible.

7. Obligations of the Client / Veterinary establishment

 The Client undertakes to:

     • provide all information necessary for the proper performance of the services;

    • validate communication elements within the agreed deadlines;

    • pay invoices within the contractual time limits.

 Any delay, lack of validation, or insufficient cooperation by the Client shall not incur the liability of the Service Provider.

8. Suspension of services

 In the event of non‑payment of an invoice by its due date, Médi‑Productions and the Service Provider reserve the right to suspend services after a formal notice remains unanswered for 8 days, without such suspension being considered a termination of the contract.

9. Termination

 The contract may be terminated automatically by either party:

     • in the event of force majeure making it impossible to perform the contract;

    • in the event of serious breach by the other party not remedied within 30 days following formal notice.

 Any termination does not release the Client from the obligation to pay the amounts due for the period already elapsed, and where applicable, the penalties provided for in Article 5.

10. Liability

 The Service Provider and Médi‑Productions cannot be held liable for indirect damages (loss of turnover, damage to reputation, loss of data, etc.).

 VisioCare services are intended to support the veterinarian’s prescription and advice to animal owners. They are in no way a substitute for the practitioner’s recommendation, as only the veterinarian knows the animal’s health condition and can interpret and validate for clients the textual and visual content provided in VisioCare services. The Service Provider and the producers of the content available on VisioCare Services cannot be held responsible for the interpretation of medical sheets, animations, or videos, nor for their consequences on the care and medical follow‑up of the animals treated by the establishment using VisioCare Services.

 The total liability of Médi‑Productions and any Service Provider, all causes combined, is expressly limited to the total amount paid by the Client over the previous 12 months.

11. Force majeure

 Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of Article 1218 of the Civil Code.

12. Personal data

 The Service Provider undertakes to process personal data in compliance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act.

 The Client is responsible for the data it provides to the Service Provider and guarantees that such data is collected and processed in accordance with applicable regulations.

13. Confidentiality

 Each party undertakes to keep strictly confidential all information, data, or documents exchanged in the context of performing the contract.

14. Governing law and jurisdiction

 These GTCS are governed by French law.  

Any dispute relating to their interpretation or execution shall be submitted to the Commercial Court of the registered office of Médi‑Productions, even in the event of multiple defendants or third‑party claims.

15. Acceptance

The Client’s signature of the quotation or contract constitutes full and complete acceptance of these GTCS.