Article 1, Scope and identification of the Provider
These Terms and Conditions apply to all subscriptions for services offered to professional clients by Dafolle, a brand operated by VERITY STUDIO, a simplified joint-stock company with share capital of 500 euros, registered with the Paris Trade and Companies Register under number B 900 453 333, with its registered office at 37 rue du Ranelagh, 75016 Paris, France (“the Provider”), for the benefit of any professional client subscribing to a subscription (“the Client”).
These Terms and Conditions take precedence over any other general terms and conditions of purchase of the Client, unless otherwise expressly agreed in writing by the Provider.
Article 2, Description of the services
Dafolle offers renewable monthly subscriptions providing graphic design, no-code web development, motion design, creative consulting and AI-assisted production services. The services include in particular, without limitation:
Creation of brand identities and logos.
Design of print and digital marketing materials.
Production of web mock-ups and product design.
No-code development on Framer or Webflow.
Motion design and video production.
Design of social media content.
AI-assisted production.
Design and customisation of AI agents on behalf of the Client.
The detailed features of each package (number of concurrent tasks, delivery time, price) are specified on the Dafolle portal at the time of subscription.
Article 3, Subscription and formation of the contract
3.1 Subscription
The subscription is activated following written confirmation from the Client, including by electronic means, via the Dafolle portal. Subscription constitutes acceptance of these Terms and Conditions.
3.2 Communication arrangements and project management tool
The Client communicates its requests via the Dafolle portal, respecting the concurrent task limit specific to its package. Contacts outside working hours are reserved for cases of force majeure.
Article 4, Client obligations
The Client is required to provide all the elements necessary for carrying out the services in the form of a complete brief and organised documents. The Provider reserves the right to refuse to process large volumes of data that are disorganised or do not comply with the agreed brief arrangements.
The Client must respect the established hours and communication methods and maintain respectful conduct towards the Provider's teams.
The Client warrants that all elements transmitted to the Provider (texts, images, logos, typefaces, brands) are free of rights or are subject to valid authorisations. The Client shall indemnify the Provider against any consequences of any nature in the event that the Provider's liability is claimed by a third party.
Article 5, Financial terms
5.1 Price
The subscription price is the price in force at the time of subscription, as displayed on the Dafolle portal. Prices are exclusive of tax.
5.2 Payment
Payment is due in full and in advance at the beginning of each service month. Invoicing is monthly.
5.3 Late payment and non-payment
In the event of late payment, services will be suspended until the situation is regularised. Any invoice due and unpaid on its due date shall automatically render the Client liable, without the need for formal notice:
Late payment penalties equivalent to three times the applicable statutory interest rate.
A fixed indemnity of 120 (one hundred and twenty) euros for recovery costs, without prejudice to any additional indemnity upon proof of costs actually incurred (article L441-10 of the French Commercial Code).
Immediate payment of all invoices not yet due.
5.4 Exploitation fee in the event of use before payment
Any use, reproduction, distribution or exploitation of the deliverables, even partial, by the Client or by a third party acting on its behalf, before full payment of the sums due, shall entitle the Provider to a fixed exploitation fee of 100 (one hundred) euros excluding tax per calendar day of use, from the first day of use until full regularisation. This fee is capped at the total amount remaining due under the subscription and is added to the late payment penalties provided for in article 5.3.
Article 6, Suspension of the subscription
The Client may suspend its subscription by notifying the Provider at least two (2) weeks in advance, via the Dafolle portal or by email to clara@dafolle.io. The cumulative duration of suspensions may not exceed fifty per cent (50%) of the total committed subscription term.
Exceptionally, and upon the Client's express request justified by serious circumstances (serious illness, maternity or paternity leave, force majeure event affecting the Client), the Provider may accept a longer suspension beyond this cap. Any such extended suspension is entirely at the Provider's discretion and is subject to a written agreement between the parties.
During the suspension period, the subscription is paused: no service is performed and no invoice is issued. The initial commitment period is extended accordingly.
Article 7, Intellectual property
7.1 Assignment of rights in the final deliverables
Subject to full and effective payment of the sums due, the Provider assigns to the Client, on an exclusive basis, all intellectual property rights relating to the final deliverables expressly approved by the Client. This assignment includes the rights of reproduction, representation, adaptation, translation, distribution and exploitation, on all media and by any means, worldwide and for the full legal duration of copyright protection.
The assignment includes the rights necessary for filing as a trade mark (word, figurative or semi-figurative) with the relevant offices (INPI, EUIPO, WIPO), without territorial restriction, as well as the possibility of transferring the assigned rights in the context of an assignment, merger or absorption affecting the Client's business.
7.2 Source files
The assignment also covers the source files of the validated final deliverables (Figma, Framer, After Effects, Adobe files, and any editable file necessary for the Client's autonomous use of the deliverables).
7.3 Effective date of the assignment
The assignment takes effect only upon full payment of the sums due. Until such payment has been made, no intellectual property right is transferred to the Client, who undertakes not to use, reproduce or distribute the deliverables concerned. Any premature exploitation engages the Client's liability under the conditions set out in article 5.4.
7.4 Reservation concerning the Provider's methodologies, know-how and infrastructure
In all circumstances, the following remain the Provider's exclusive and inalienable property and are not subject to any assignment to the Client, regardless of any payment made:
The methodologies, processes, know-how, frameworks and techniques developed by the Provider, in particular prompting techniques, intelligent agent architectures and AI-assisted production processes.
The knowledge bases, generic models, component libraries, design kits, code snippets and reusable technical building blocks.
The Provider's tools, platforms and proprietary agents, including the Dafolle platform and internal AI agents (in particular Joséphine), even when configured or customised for the Client.
Where the services include making a personalised AI agent available for the Client, the latter benefits from a non-exclusive, non-transferable licence to use the customised version for the duration of the subscription. The underlying intelligence remains the exclusive property of the Provider.
7.5 Commercial references
Unless the Client objects in writing, the latter expressly authorises the Provider to mention its name, logo, the services performed and the final deliverables as commercial references on any communication medium, including online.
Article 8, Generative artificial intelligence tools
The Provider may use generative artificial intelligence tools in the production of deliverables (generation of images, texts, code, illustrations, motion or synthetic voices).
The Client acknowledges that these tools, by their probabilistic nature, may produce imperfect, partly inaccurate or biased results. The Provider implements reasonable human checks on the final deliverables. It shall not be liable for any direct or indirect consequence resulting from errors, omissions, inaccuracies, bias or unintentional infringements of third-party rights linked to the use of these tools.
It is the Client's responsibility to carry out any useful checks (factual, legal, aesthetic, regulatory) before public exploitation of the deliverables.
Article 9, Recording and use of exchanges
In the context of performing the services, the Provider may be required to record meetings, calls and workshops held with the Client. These recordings are used exclusively for the purposes of generating transcripts and minutes, feeding internal project management tools and building up the Provider's knowledge base (“Context Intelligence Dafolle”), and continuously improving the quality of the services.
These recordings are neither shared with third parties, nor made public, nor used for individual monitoring. The Client may, at any time, request the deletion of all or part of these recordings at clara@dafolle.io.
Article 10, Third-party tools and data hosting
The Provider undertakes, as far as possible, to favour the use of tools and services hosted within the European Union and compliant with the GDPR. However, in an innovation-driven approach and in order to benefit from the best available tools, the Provider may need to use solutions hosted outside the European Union, notably in the United States.
In such case, the Provider ensures that these solutions provide equivalent data protection safeguards, in particular via the EU-US Data Privacy Framework or the implementation of Standard Contractual Clauses (SCCs) approved by the European Commission. The Client is informed of this practice and accepts it by subscribing to these Terms and Conditions.
Article 11, Personal data
The Provider processes the Client's personal data in accordance with the GDPR and the amended Data Protection Act. The methods of collection, processing and retention of data are detailed in the Privacy Policy available on dafolle.io.
Article 12, Subcontracting
To carry out its assignments, the Provider may use subcontractors of its choice and/or have recourse to staff made available to it under the conditions set out in articles L. 8241-1 et seq. of the French Labour Code. The Provider remains solely responsible to the Client for the proper performance of the services.
Article 13, Non-solicitation
Throughout the subscription term and for a period of twelve (12) months following its expiry or termination, the Client undertakes not to solicit, hire, or in any way encourage to leave their position, directly or indirectly, any employee, service provider or associate of the Provider, currently in post or having left the company during the previous twelve (12) months. This prohibition also applies to engaging such persons as consultants, freelancers or under any other professional status.
In the event of a breach, the Client shall owe the Provider a fixed indemnity of 50,000 (fifty thousand) euros per person solicited or engaged, without prejudice to the Provider's right to claim additional damages.
Article 14, Exclusivity
The services provided by the Provider are non-exclusive. The Provider may offer its services to other clients, while respecting the commitments made to each client.
Article 15, Limitation of liability
The Provider is bound by an obligation of means and not of result. Its liability is limited to the total amount of sums actually paid by the Client for the period giving rise to the alleged breach. Under no circumstances shall the Provider be liable for indirect damages (loss of business, loss of turnover, loss of customers, loss of data, damage to image).
Article 16, Term and termination
16.1 Subscription term
The Dafolle subscription is offered with fixed-term options of 1, 3, 6 or 12 months, each automatically renewable at the end of each commitment period, unless terminated by the Client under the conditions below.
16.2 Termination by the Client
The Client may terminate its subscription at the end of the commitment period by giving two (2) weeks' notice before the end of the current cycle, notified by email to clara@dafolle.io or via the Dafolle portal. Any early termination requires the Client to pay the full remaining amount due for the committed period.
16.3 Termination by the Provider
The Provider reserves the right to terminate the subscription automatically in the event of non-payment or serious breach of these Terms and Conditions by the Client, after serving formal notice which remains ineffective for a period of ten (10) days.
16.4 Effects of termination
On the effective date of termination, all sums due by the Client until the end of the commitment period become immediately payable. The obligations relating to confidentiality, non-solicitation and intellectual property survive termination.
Article 17, Force majeure
Neither party shall be held liable for temporary difficulties or impossibilities in performing these Terms and Conditions arising from force majeure within the meaning of article 1218 of the Civil Code. If the force majeure event lasts for more than one (1) month, either party may terminate the subscription automatically, without compensation, by registered letter with acknowledgement of receipt.
Article 18, Confidentiality
Each party undertakes to keep strictly confidential all information exchanged in the course of performing these Terms and Conditions, and not to disclose it without the other party's prior written consent. This obligation remains in force for two (2) years after the end of the relationship between the parties.
Article 19, General provisions
19.1 Entire agreement
These Terms and Conditions, together where applicable with the attached quotation and the services contract, constitute the entire agreement between the parties and cancel any prior agreement or exchange relating to the same subject matter.
19.2 Assignment
The Client may not assign, transfer or delegate all or part of its rights and obligations without the Provider's prior written consent.
19.3 Notices
Any notice given under these terms may validly be sent by email to the contact details in force between the parties, unless expressly stated otherwise requiring registered post.
19.4 No waiver
The failure or waiver by a party to exercise a right conferred by these terms may not be construed as a waiver of that right for the future.
19.5 Severability
The invalidity or unenforceability of any provision of these Terms and Conditions shall not entail the invalidity of the other provisions, which shall remain in full force and effect.
Article 20, Amendment of the Terms and Conditions
The Provider reserves the right to amend these Terms and Conditions at any time. Amendments shall take effect upon their publication on the dafolle.io website and shall apply to subscriptions taken out or renewed after that date. Existing Clients will be informed of the amendments by email before they enter into force.
Article 21, Governing law and competent jurisdiction
These Terms and Conditions are governed by French law. Failing an amicable resolution, any dispute relating to their formation, interpretation, performance or termination shall fall within the exclusive jurisdiction of the courts of Paris, including in the event of a warranty claim or multiple defendants.