Terms and Conditions of Sale Visionneers

1. Preamble

Visionneers provides research and consulting services in marketing and innovation.

These Terms and Conditions of Sale (T&Cs) define the terms and conditions under which Visionneers provides its clients with research, analysis, applied research, and experimental protocol development services, including in particular physiological and behavioral measurements.

They apply to all services performed by Visionneers, unless otherwise expressly agreed in writing. Any order implies the Client’s full and unconditional acceptance of these T&Cs.

Definitions

2. Purpose and nature of the services

These Terms and Conditions of Sale are intended to define the conditions under which Visionneers performs, on behalf of its Clients, market research and innovation services based on data collection and statistical validation approaches.

2.1. Nature of the services

Visionneers offers in particular:

• Qualitative and quantitative market research studies designed to understand consumer behaviors, perceptions, and preferences;
• Neuromarketing studies incorporating physiological measurements;
• Data processing and analysis, including statistical modeling, interpretation, and presentation of results in the form of reports, dashboards, or recommendations;
• Innovation and experimental design projects applied to products, interfaces, communications, or user experiences;
• Custom tools and protocols enabling the measurement of perception, attention, and the emotional impact of a stimulus.

2.2. Purpose and scope of the services

Visionneers’ services are exclusively marketing-oriented.

They have no medical, psychological, or therapeutic purpose and cannot be treated as a diagnosis, treatment, health monitoring, or psychological assessment.

The measurements collected (EEG, facial expressions, vocal signals, etc.) are used solely for anonymized statistical and behavioral analyses intended to enhance understanding of emotional responses in an experimental setting.

2.3. Territorial and legal responsibility

The Client acknowledges that it is solely responsible for compliance with the legal, regulatory, and ethical framework applicable in the country where the study is conducted or intended to be used.

It is notably responsible for:

• Obtaining all administrative, ethical, or contractual authorizations required to conduct or use the studies in its territory;
• Ensuring the protocol complies with local laws relating to data protection, research involving human subjects, or commercial communications;
• Ensuring the monitoring, information, and safety of participants or panelists in the event of any reaction, effect, or discomfort occurring during or after participation in the study.

Visionneers cannot be held liable for any use or dissemination of the results outside the legal framework of the destination country, nor for any failure by the Client to meet its local regulatory obligations.

2.4. Limitation of liability

Visionneers performs its services under an obligation of means and undertakes to apply all required scientific, methodological, and technical rigor.

However:

• Visionneers does not guarantee any result or commercial performance arising from its studies or recommendations;
• It cannot be held liable for strategic, marketing, scientific, or financial decisions made by the Client based on the results provided;
• Under no circumstances shall Visionneers be held liable for any direct or indirect damage linked to the interpretation, use, or dissemination of the analyses carried out;
• Its liability, if ever engaged, shall be strictly limited to the total amount excluding tax of the service concerned.

Any communication, publication, presentation, or dissemination, whether internal or external, of study results falls entirely and exclusively under the Client's responsibility.

The Client undertakes to:

• Present the results as a marketing study carried out by Visionneers;
• Not use the name, logo, or brand Visionneers in any public communication without prior written authorization;
• Where applicable, mention Visionneers only as an analysis and consulting provider, without interpretation or guarantee regarding the conclusions presented.

Under no circumstances shall Visionneers be held liable:

• For the content, tone, or consequences of any communication made by the Client based on the results provided;
• For interpretations, extrapolations, or uses made of the conclusions or indicators transmitted.

3. Order and validation

3.1. Ordering process

Any service provided by Visionneers is subject to a detailed quote specifying the nature of the work, scope, deliverables, schedule, and financial terms.

The quote is sent to the Client for written approval.

The Client's signing of the quote, together with the words "Approved", constitutes full and unconditional acceptance of these General Terms and Conditions of Sale.

No service shall commence without receipt of the signed quote.

3.2. Validation and start conditions

The Client's approval of the quote marks the start of the contract between the parties.

Visionneers may make the actual start of the service conditional upon:

• Upon receipt of all information necessary for the proper performance of the assignment;
• And/or payment of a deposit if this is provided for in the quote.

The execution schedule runs from receipt of these elements and not from the sole date of signature of the quote.

3.3. Payment and financial terms

Unless otherwise stated in the quote, full payment of the amount of the service is due within 30 (thirty) days from the date the quote is signed.

The Client acknowledges that:

• Payment is due in full, including in the event of a claim, dispute, partial disagreement, or non-validation of deliverables by its own departments;
• No withholding, set-off, or suspension of payment may be applied without Visionneers' express written agreement.

Any late payment will result, without prior formal notice, in late-payment interest at the applicable legal rate, as well as a fixed indemnity for recovery costs in accordance with Article L441-10 of the French Commercial Code.

3.4. Modification or cancellation of the order

Any change to the scope, schedule, or deliverables at the Client's initiative must be the subject of a written amendment signed by both parties, resulting, where applicable, in an adjustment of the fee and timeline.

In the event of full or partial cancellation of the service by the Client after signature of the quote:

• Services already commenced will be invoiced in full;
• Visionneers reserves the right to invoice incurred costs and hours worked on a pro rata basis according to the project's progress.

3.5. Visionneers' right of withdrawal

At any time, including after signature of the quote, Visionneers reserves the right to withdraw from the project or cancel its participation, without notice and without this giving rise to any compensation, indemnity, or claim by the Client.

This right of withdrawal may be exercised in particular:

• In the event of a substantial change in the context, scope, or conditions of performance of the assignment;
• In the event of ethical, scientific, regulatory, or methodological incompatibility;
• Or if Visionneers considers that continuing the project could harm its integrity, scientific independence, or reputation.

In such case, no amount shall be due by Visionneers to the Client for any reason whatsoever, and only services already performed before the withdrawal date may be invoiced.

3.6. Mutual commitments

The parties undertake to cooperate in good faith and to respect the agreed deadlines and commitments.

The Client undertakes to:

• Provide Visionneers with all information, files, data, or access necessary for the proper performance of the assignment;
• Respect the deadlines for validation, feedback, and interim delivery.

Visionneers, for its part, undertakes to:

• Implement the human, technical, and scientific resources necessary to carry out the service, in accordance with the state of the art;
• Keep the Client informed of the progress of the work.

However, Visionneers cannot be held responsible for delays, delivery failures, or discrepancies in results arising from:

• A lack of cooperation from the Client;
• The transmission of incomplete, inaccurate, or delayed data;
• Or events beyond its control.

4. Visionneers' obligations

4.1. Obligation of means

Visionneers undertakes to perform the services defined in the quote with care, rigor, and professionalism, in accordance with the standards of its profession.

Visionneers is bound by an obligation of means, not an obligation of results.

It therefore does not guarantee commercial success, strategic impact, or a single unequivocal interpretation of the results produced.

Visionneers cannot be held liable in the event of:

• Incorrect or partial interpretation of the deliverables by the Client;
• Use of the results for purposes other than those initially intended;
• Or a decision made by the Client on the basis of the analyses provided.

4.2. Compliance with ethical and scientific rules

Visionneers ensures that all of its services are carried out in compliance with the methodology described in the report.

This includes in particular:

• Respect for the privacy and informed consent of participants;
• No intrusion into the psychological or medical sphere;
• Limiting measurements to emotional, cognitive, or behavioral indicators for marketing, ergonomic, or experiential purposes.

Visionneers carries out no medical, psychological, psychiatric, or clinical analysis or interpretation, and cannot be held responsible for any subsequent use of its data or analyses for such purposes.

4.3. Confidentiality and information security

Visionneers undertakes to treat as strictly confidential all information, documents, data, and results entrusted by the Client or obtained in connection with the service.

This obligation extends to:

• Any technical, scientific, strategic, commercial, or financial data;
• Any information relating to participants, tested stimuli, or experimental devices.

Visionneers guarantees that this information will neither be disclosed nor used for any purpose other than performing the service.

Members of its team, employees, partners, or subcontractors are subject to the same confidentiality obligation.

This obligation remains in force for five (5) years from the end of the contract, unless a longer period is required by law.

4.4. Personal data protection (GDPR)

Visionneers acts in accordance with the General Data Protection Regulation (GDPR) and applicable French law.

In the context of its services:

• The personal data processed (videos, sounds, physiological signals, questionnaires, etc.) are limited, anonymized, and protected;
• Visionneers acts as a processor or joint controller, depending on the terms of the contract or quote;
• The Client remains solely responsible for the legal compliance of the experimental protocol in the country where the study is carried out;
• Visionneers implements technical and organizational measures intended to ensure the security, integrity, and confidentiality of the collected data.

Visionneers cannot be held liable for a data breach resulting from:

• Improper handling or a failure to secure data on the part of the Client or a third party;
• An unauthorized transfer;
• Or an event of force majeure.

4.5. Subcontracting and partners

Visionneers reserves the right to engage specialized service providers, consultants, or laboratories to carry out certain technical or analytical parts of the project.

These partners are carefully selected and are required to:

• Comply with the same confidentiality and data security obligations as Visionneers;
• And comply with the GDPR and applicable ethical standards.

Visionneers remains solely responsible for project coordination, but cannot be held liable for:

• Any hardware, software, or technical malfunction attributable to a third-party provider;
• Nor for any delay or non-compliance resulting from an external failure.

4.6. Limitation of liability

In any event, Visionneers’ liability, if incurred, shall be strictly limited to the total amount excluding tax of the service concerned.

Visionneers cannot be held liable for:

• Indirect damages (loss of business, customers, image, data, etc.);
• Delays due to external causes or causes beyond its control;
• Any use, communication, or interpretation of the results by the Client without prior approval.

5. Client obligations

5.1. Provision of information and cooperation

The Client undertakes to provide Visionneers with all information, data, instructions, materials, and access necessary for the proper performance of the service.

It ensures that the information provided is complete, accurate, usable, and free of any third-party rights.

Visionneers cannot be held liable for any lack of quality or consistency in the information communicated by the Client.

The Client undertakes to actively cooperate with Visionneers, to respond to information requests within the agreed timeframes, and to respect the schedule set out in the quote or project plan.

Any delay, omission, or unavailability on the part of the Client resulting in a schedule shift shall not incur Visionneers’ liability.

5.2. Responsibility for the content and files provided

The Client warrants that the elements, data, visuals, sounds, stimuli, products or concepts submitted to Visionneers for analysis or experimentation:

• Do not infringe any intellectual property right, trademark, image right or patent of any third party;
• Comply with local regulations on communications, advertising and consumer protection;
• Comply with the legal requirements applicable in the country where the study is conducted or distributed.

The Client remains fully responsible for the content of the tested materials, as well as for any legal, commercial or reputational consequences arising from their use.

5.3. Liability relating to claims and statements

The Client acknowledges that it is solely responsible for:

• Claims, statements, messages or arguments associated with the products, services or communications studied;
• Any use of the results, excerpts or conclusions from Visionneers studies in the context of internal or external communication (marketing, PR, press, scientific communication, etc.).

Visionneers makes available to the Client all data, texts, videos and raw data, so that the Client may, if it wishes, conduct an additional review, validation or interpretation before any public communication.

Accordingly:

• Visionneers assumes no responsibility for the truthfulness, legality or relevance of the claims, nor for their use;
• Visionneers cannot be held liable for direct or indirect consequences related to the dissemination, interpretation or reuse of the results;
• The Client shall indemnify and hold Visionneers harmless against any claim, complaint, action or damage resulting from the use of the results for communication, advertising or promotional purposes.

5.4. Handling of complaints and external requests

The Client alone assumes responsibility for and handling of:

• Requests, complaints or disputes from panelists, participants, end customers, administrative authorities, associations or third parties;
• The handling of any question, complaint or incident occurring before, during or after the study.

Visionneers cannot be held responsible for any dispute between the Client and its own service providers, subcontractors, participants or consumers.

Any external request relating to the project, including those related to the protection of personal data, must be handled exclusively by the Client, which undertakes to release Visionneers from any liability in this regard.

5.5. Adherence to the schedule and cooperation

The Client undertakes to respect the validation, feedback and information-provision deadlines agreed in the schedule.

Any delay attributable to the Client may result in a corresponding postponement of the delivery schedule, without penalty for Visionneers.

Visionneers cannot be held responsible for:

• Delays, additional costs or changes linked to the Client's lack of availability;
• Or any schedule shift resulting from events internal to the Client (reorganization, change of priorities, internal approval, etc.).

5.6. Non-interference in scientific methodology

The Client acknowledges that the methodologies, models, tools and protocols developed or used by Visionneers fall within its exclusive expertise.

It undertakes to:

• Not interfere with the methodological choices, technical parameters or analysis approaches implemented;
• Do not impose changes that could alter the results.

Any substantial modification to the protocol requested by the Client must be set out in a written amendment and may lead to a revision of the quote, timelines, and scope of the service.

6. Financial terms

6.1. Pricing and quote

Visionneers’ services are subject to a detailed quote specifying the description of the services, the scope of the assignment, the provisional schedule, and the total amount excluding tax.

Unless otherwise stated, prices are quoted in euros excluding tax (excl. VAT), to which VAT and any other tax applicable on the invoice date are added.

The prices set are valid for the duration of the quote’s validity and are based on the information provided by the Client at the time it was prepared.

Any later change to the scope or schedule may result in a price revision.

6.2. Invoicing and payment terms

Unless otherwise stipulated in the quote:

• The total amount of the service is invoiced upon signature of the quote;
• And payment is due within 30 (thirty) calendar days from that date.

Invoices are sent electronically.

Payment is made by bank transfer to the account indicated on the invoice.

No discount will be granted in the event of early payment.

Payment remains fully due, including:

• In the event of a claim, dispute, or non-validation by the Client’s internal departments;
• Or in the event of non-use, delay, or suspension of the project by the Client.

6.3. Late payment or non-payment

Any late payment shall automatically and without prior formal notice result in:

• The application of late-payment interest calculated at the current legal rate;
• As well as a flat compensation of 40 euros for recovery costs, in accordance with Article L441-10 of the French Commercial Code.

In the event of partial or total non-payment of an invoice by the due date:

• Visionneers reserves the right to immediately suspend any ongoing service;
• And to require full payment before any work resumes.

No penalty, offset, or reduction may be applied by the Client without Visionneers’ prior written consent.

6.4. Price revision

Any modification to the initial scope, experimental protocol, number of participants, deliverables, or schedule at the Client’s request shall be subject to an amendment.

This amendment will specify the adjustments in timeline, pricing, and resources necessary for proper performance of the assignment.

Additional or unforeseen work (supplementary analyses, iterations, specific processing, travel, accommodation, etc.) will be billed additionally after Client approval.

6.5. Non-refundable payments and retention of amounts due

Any amount paid to Visionneers shall remain acquired and non-refundable, including in the event of:

• Early termination of the project at the Client's initiative;
• Suspension of the project for reasons internal to the Client;
• Non-use of the results;
• Or voluntary withdrawal by Visionneers for ethical, legal, or scientific reasons in accordance with Article 3.5.

Partially completed services shall be invoiced on a pro rata basis according to the work performed at the time of suspension or termination.

6.6. No set-off or compensation

The Client may under no circumstances:

• Set off amounts due to Visionneers against sums that may be claimed from it in another context;
• Nor claim any compensation, reduction, or damages for delays or deviations in results, except in the event of proven gross negligence by Visionneers.

Visionneers shall not be held liable for any commercial, decision-making, or financial impact related to the Client's interpretation or use of the results.

6.7. Retention of title clause

Deliverables, reports, data tables, and analyses remain the exclusive property of Visionneers until full payment of the agreed price.

The Client may not use, reproduce, or distribute them before full payment of the sums due.

In the event of non-payment, Visionneers may require the immediate return of any documents or files transmitted, without prejudice to any possible legal action.

7. Intellectual property

7.1. Ownership of rights

All elements developed, used, or transmitted in connection with services carried out by Visionneers — in particular methodologies, tools, protocols, indicators, analytical models, algorithms, interfaces, signal processing, computer programs, questionnaires, diagrams, visuals, presentations, and analysis reports — are and shall remain the exclusive property of Visionneers.

The Client expressly acknowledges that:

• Visionneers retains all intellectual property rights in its methods, tools, models, processes, software, analytical structures, and conceptual deliverables;
• The Client is granted only a strictly limited, personal, non-exclusive right of use for its internal needs and for the duration of use agreed in the service.

No transfer of intellectual property rights, in whole or in part, is granted to the Client without the specific written consent of Visionneers.

7.2. Prohibition on reproduction and reuse

The Client expressly agrees, without prior written authorization from Visionneers, not to:

• Reproduce, copy, adapt, decompile, modify, distribute, or exploit, in whole or in part, the tools, methods, protocols, or deliverables provided by Visionneers;
• Use the models, scripts, or indicators developed by Visionneers to design, have designed, or exploit a product, service, study, or similar methodology;
• Train or have a third party trained using the documents, tools, or analyses resulting from Visionneers' services.

This prohibition applies for a period of five (5) years from the date the service is delivered, even if collaboration between the parties ends.

Any breach of this clause exposes the Client to civil and criminal proceedings for infringement, unfair competition, and misappropriation of know-how.

7.3. Right to use the results

Subject to full payment for the service, Visionneers grants the Client an exclusive and non-transferable right to use the study results for reflection, decision-making, or internal communication purposes.

Any external use of the results (public presentation, publication, marketing campaign, commercial communication) is entirely the Client’s responsibility as to content or claims.

7.4. Warranty and preservation of know-how

The Client acknowledges that Visionneers’ know-how, methodological approaches, and technological innovations constitute confidential strategic assets.

It therefore undertakes to:

• Not transfer any of its contents to any third party, competitor, or partner;
• Immediately inform Visionneers of any observed attempt at unlawful use or reproduction.

Visionneers remains free to use, improve, and reuse its methodologies and tools in other projects, including those similar to the services performed for the Client, provided that no confidential data or data specific to the Client is disclosed.

8. Personal data and data processing

8.1. Regulatory compliance

Visionneers undertakes to comply with the General Data Protection Regulation (GDPR – EU 2016/679), the amended French Data Protection Act, and any regulation applicable to the protection of personal data and emotional data.

When services are carried out outside the European Union, the Client undertakes to ensure that the data processing complies with the law of the destination country, and that all local, administrative, ethical, or regulatory authorizations have been obtained.

Visionneers cannot be held responsible for any breach of these local legal obligations, which are the sole responsibility of the Client.

8.2. Nature of the data collected

In the context of its marketing and neuromarketing research services, Visionneers may be required to process the following categories of data:

• Physiological data: EEG signals, electrodermal activity (GSR), heart rate, etc.;
• Behavioral data: facial expressions, postures, gestures, motor or eye reactions (facial coding, eye-tracking);
• Vocal data: acoustic, prosodic, or emotional features derived from voice analysis;
• Declarative data: questionnaire responses, feelings, comments, or self-assessments;
• Technical data: device identifiers, event logs, experimental metadata;
• Minimal identification data: only when necessary for follow-up or proof of consent.

These data are in no way intended to establish a medical or psychological diagnosis, and their processing is based exclusively on marketing purposes.

8.3. Roles and responsibilities

Depending on the project setup:

• Visionneers acts as the Client’s processor when the Client determines the purposes and means of the processing (e.g. studies carried out on behalf of a brand, a laboratory, or an agency);
• Visionneers may act as joint controller when the methodology, collection structure, and purposes are co-defined with the Client;
• The Client remains fully responsible for the overall compliance of the experimental protocol, the collection of participants’ consent, and compliance with legal obligations in the country where the study is conducted.

Visionneers cannot be held responsible:

• For non-compliant processing carried out by the Client or a third-party provider;
• Nor of any transfer or reuse of data outside the contractual framework.

8.4. Legal basis and purposes of processing

The processing carried out by Visionneers is based on the following legal grounds:

• The explicit consent of participants, obtained prior to any measurement or recording;
• The contractual performance of the service agreed with the Client;
• And, where applicable, Visionneers’ legitimate interest in improving its methodologies and analytical models, subject to full anonymization.

The data is processed solely for the purposes of:

• Measuring and analyzing reactions and collecting panelists’ opinions;
• Modeling collective responses to marketing or experiential stimuli;
• Preparing reports and recommendations for the Client’s benefit.

No data is used for health, diagnostic, psychological profiling, or direct commercial prospecting purposes.

8.5. Security, retention and anonymization

Visionneers implements appropriate technical and organizational measures to ensure the security, confidentiality, and integrity of the collected data, including in particular:

• Encrypting files, pseudonymizing identifiers, and restricting access;
• Hosting on secure servers compliant with GDPR standards;
• Deletion or anonymization of data at the end of the contractual period.

Data is retained for a maximum period of 6 months from the end of the service, unless otherwise agreed in writing with the Client.

Beyond that, it is deleted or irreversibly anonymized.

8.6. Participants’ rights

In accordance with the GDPR, each participant has the following rights:

• The right to access, rectify, object to, erase, and port their data;
• The right to withdraw consent at any time;
• The right to lodge a complaint with the CNIL or the relevant local authority.

The Client undertakes to inform participants of these rights, to provide them with an effective means of exercising them, and to forward to Visionneers any request received so that it can respond within the legal time limits.

8.7. Data transfer outside the European Union

If data is transferred to or processed in a country outside the European Union:

• The Client undertakes to ensure that the transfer complies with GDPR requirements (standard contractual clauses, adequacy decision, etc.);
• Visionneers cannot be held responsible for any failure by the Client or its foreign subcontractors to comply with these obligations;
• If there is any doubt about local compliance, Visionneers reserves the right to refuse or suspend the processing concerned without compensation.

8.8. Limitation of liability

Visionneers cannot be held liable:

• For any data leak, alteration, or loss resulting from a fault, negligence, or poor configuration by the Client or a third party;
• For any unauthorized transfer by the Client;
• Nor for any secondary, non-contractual, or non-compliant use of the data by the Client or its partners.

In any event, Visionneers’ liability regarding data protection is strictly limited to the total amount exclusive of tax of the service concerned.

9. Applicable law and competent jurisdiction

9.1. Applicable law

These General Terms and Conditions of Sale, as well as all contractual relations between Visionneers and the Client, are governed by and interpreted in accordance with French law, to the exclusion of any other legislation.

This rule applies regardless of the Client’s country of residence or the place where the service is performed, including when studies, measurements, or analyses are carried out abroad or through third-party providers.

9.2. Language of the contract

These T&Cs are written in French, which shall alone prevail in the event of any dispute, difference in interpretation, or translation into another language.

Any translated version is provided for information purposes only.

9.3. Competent jurisdiction

In the absence of an amicable settlement or successful mediation, any dispute relating to the validity, interpretation, performance, or termination of these T&Cs shall fall within the exclusive jurisdiction of the courts within the territorial jurisdiction of Visionneers’ registered office, notwithstanding multiple defendants or third-party claims for indemnity.

Unless otherwise required by mandatory provisions, it is expressly agreed that the Lyon Commercial Court shall have sole jurisdiction to hear any dispute relating to the contract.

9.4. No waiver

The fact that Visionneers does not, at any given time, invoke any of the provisions of these T&Cs shall not be interpreted as a waiver of its right to invoke them later.