General terms and conditions of sale

Version of 6 October 2026. This translation is provided for information only; the French version prevails in the event of any discrepancy (Article 14.1).

1. GENERAL PROVISIONS

1.1 These general terms and conditions of sale (the "Terms") are offered by SkyVision, a société par actions simplifiée (simplified joint-stock company) with a share capital of €1,000, registered with the Paris Trade and Companies Register under number 953 509 981 (RCS Paris 953 509 981), whose registered office is at Bureau 326, 78 avenue des Champs-Élysées, 75008 Paris, France, intra-Community VAT number FR52953509981 (hereinafter "SkyVision" or the "Agency").

1.2 They apply to the services provided by SkyVision (the "Services") to its business clients (the "Client"), in particular on Amazon (Seller Central, Vendor Central, Amazon Ads console, Amazon DSP) and, where applicable, on other marketplaces.

1.3 The contract is formed by the quote signed by the Client, any schedules to it and these Terms. In the event of any conflict, these documents prevail in the following order: (1) the signed quote, (2) its schedules, (3) these Terms. The specific conditions set out in the quote and its schedules therefore take precedence over the Terms.

1.4 The Client's general terms and conditions of purchase apply only if SkyVision has expressly accepted them in writing.

1.5 The Terms are attached to each quote and published on SkyVision's website. Signature of the quote constitutes acceptance of the Terms in the version attached to it. Any later amendment of the Terms applies only to quotes signed after the date of that amendment.

2. SERVICES OFFERED

SkyVision provides a range of services, including Amazon advertising management (Sponsored Products, Sponsored Brands, Sponsored Display, Amazon DSP, Amazon Marketing Cloud), optimisation of product listing content (SEO, keywords, titles, bullet points, descriptions), onboarding of new products, creation of visual content, marketing optimisation (A+ content, Store), account audits, coaching and training. The scope, duration and price of each engagement are set by the quote. Any service not provided for in the quote requires a prior additional quote.

SkyVision is an independent agency. It is neither an agent nor a representative of Amazon. Amazon's decisions (approval of content, Brand Registry, account suspension, changes to rules or tools) are not within SkyVision's control.

3. OBLIGATIONS OF THE AGENCY

SkyVision undertakes to provide the Services set out in the quote signed by the Client, with competence and diligence. It is bound by an obligation of means (obligation de moyens).

SkyVision accesses the Client's accounts through user access that the Client grants to it on the Client's own accounts. This access ends with the contract.

SkyVision does not guarantee the commercial success, or any level of results (turnover, ROAS, ranking), of the advertising campaigns and other actions carried out as part of the Services. These results depend in particular on the advertising budget, prices, stock levels, customer reviews and product quality, which are the Client's responsibility, and on Amazon's decisions.

SkyVision may entrust part of the Services to service providers of its choice. It remains solely responsible to the Client for their performance.

Unless otherwise stipulated in the quote, SkyVision is not bound by any exclusivity. It may provide services to competitors of the Client, in compliance with Article 9.

4. OBLIGATIONS OF THE CLIENT

The Client shall provide SkyVision with the information, access and materials (visuals, certificates, product information) necessary to perform the Services. The Client shall approve or comment on the deliverables submitted to it within five (5) business days. If the Client does not respond within this period, the deliverable is deemed approved, provided that SkyVision submitted it in writing and reminded the Client of this period and of this effect. Delays attributable to the Client extend the timetable by the same period, without changing the price or the payment dates.

The Client remains the holder of its Amazon accounts. The Client is solely responsible for the compliance of its products and of their claims, and for its regulatory obligations (product safety, labelling, extended producer responsibility, VAT). It is also solely responsible for the information and materials it provides and for the content it approves.

The Client manages access to its accounts. It is liable for any changes made to the campaigns, listings or settings of its accounts by itself or by third parties other than SkyVision.

The Client sets the advertising budgets, including for Amazon DSP, and pays them directly to Amazon. These budgets are not included in the price of the Services. SkyVision manages the campaigns within the limits of the budgets approved by the Client.

The Client shall pay the agreed amounts in accordance with the terms of the signed quote.

5. PRICING AND PAYMENT

5.1 The price of each engagement is set by the quote. The quote details each service, its unit price excluding tax and, where applicable, the discounts granted (commercial discount, trial offer). The price is determined according to the scope of the engagement (number of products or brands, marketplaces, campaign types, number of days) on the basis of SkyVision's price list, which is provided to any business client on request. All prices are stated exclusive of tax. The applicable VAT is added. Services not provided for in the quote are performed after the Client's written approval, including by email. Unless another price is agreed, they are invoiced at the daily rate in the price list, pro rata to the time spent.

5.2 Subscriptions are invoiced monthly, in advance, and are payable on receipt of the invoice. Any month commenced is payable in full. Where the price of a subscription is a percentage of the advertising budget, it is invoiced in advance on the budget planned for the month and then adjusted on the following invoice on the basis of the budget actually spent. Set-up fees are invoiced on signature of the quote. Other invoices are payable in accordance with the payment schedule set out in the quote or, failing that, on receipt. Subscriptions are paid by SEPA direct debit, under a mandate signed by the Client when placing the order, unless another payment method is agreed in the quote; other invoices are paid by bank transfer or by direct debit. Fees for any direct debit rejected for a reason attributable to the Client are recharged to the Client. Sums paid for Services performed or commenced remain with SkyVision. No discount is granted for early payment.

5.3 Any late payment automatically gives rise, from the day after the due date and without any prior reminder, to:

• late payment penalties calculated at three times the statutory interest rate applicable between professionals, in force on the due date;
• a fixed indemnity for recovery costs of €40 per invoice paid late (Articles L441-10 and D441-5 of the French Commercial Code). If the recovery costs incurred are higher, SkyVision may claim additional compensation on production of supporting evidence;
• all invoices issued and not yet paid becoming immediately due and payable, even if they have not yet fallen due.

5.4 If an invoice remains unpaid eight (8) days after a formal notice (mise en demeure) that has remained without effect, SkyVision may suspend the Services until payment in full. Such suspension does not constitute a breach on SkyVision's part. SkyVision may also terminate the contract under the conditions of Article 6.4.

5.5 Once the minimum commitment period has ended, SkyVision may revise the price of a subscription no more than once per calendar year, by informing the Client in writing at least one (1) month before the effective date. A Client who refuses the revision may terminate the subscription on that date, at no cost.

5.6 Advertising budget tiers.

• a) Where the price of a subscription depends on the Client's monthly advertising budget, the quote states the tier applied. The tiers are those of the price list in force on the date of the quote. The monthly report provided by SkyVision states the advertising budget actually spent during the month.
• b) The Client checks its advertising expenditure every month, in its accounts or in the monthly report. If it wishes to reduce or cap that expenditure, it asks SkyVision in writing, and SkyVision applies the request no later than the second business day after receiving it. If no request is made within thirty (30) days of delivery of the monthly report, the month's expenditure is deemed accepted by the Client.
• c) At the end of each three (3) month subscription period, SkyVision calculates the monthly average of the advertising budget actually spent during the period. If that average falls within a tier higher than the tier invoiced, SkyVision informs the Client in writing, showing the calculation, invoices for each month of the past period the difference between the price of that tier and the price invoiced, and invoices the subscription at that tier from the following period. If it falls within a lower tier, the price of the subscription remains unchanged unless the Client requests otherwise in writing, in which case SkyVision applies that tier from the following period, with no effect on past periods. During the minimum commitment period, the price may not be lower than that of the tier stated in the quote.
• d) These adjustments are not a price revision within the meaning of Article 5.5.

5.7 Indexation. The price of subscriptions is automatically indexed, upwards or downwards, on each anniversary of the quote, using the formula P1 = P0 × (S1 / S0), where P0 is the price applicable before indexation, S0 is the latest Syntec index published on the date the quote was signed or of the previous indexation, and S1 is the latest Syntec index published on the anniversary date. If this index ceases to be published, the index replacing it applies. Indexation applies independently of the revision provided for in Article 5.5.

6. TERM, RENEWAL AND TERMINATION

6.1 One-off engagements and trial offers. Engagements with a defined scope (audit, onboarding, creation of listings, trial period, package of days) end on their expiry or on delivery of the deliverables provided for, without renewal. Any continuation requires a new signed quote. The trial offer binds the Client for its entire term, namely three (3) months unless another term is stated in the quote; Article 6.3 applies if the Client ends it before its expiry.

6.2 Subscriptions. Subscriptions to recurring management services, in particular advertising management, have a minimum commitment period of three (3) months, unless another period is stated in the quote, running from the service start date stated in the quote or, failing that, from the signature of the quote. At the end of that period, unless either party has given notice of termination, the subscription is tacitly renewed for successive periods of three (3) months, unless another duration is stated in the quote. Either party may terminate it in writing (including by email) no later than one (1) month before the end of the minimum commitment period or of the current renewal period. Termination then takes effect at the end of that period. Termination notified less than one (1) month before that date takes effect at the end of the following period.

6.3 Early termination. If the Client terminates a subscription or a trial offer before the end of the minimum commitment period, of the trial offer or of the current renewal period, other than in the cases provided for in Articles 6.4 and 6.5 b), the amounts remaining to be invoiced up to that end date become immediately payable.

6.4 Termination for breach. If either party commits a serious breach that is not remedied within fifteen (15) days of a written formal notice referring to this Article, the other party may terminate the contract as of right, in writing, without prejudice to any damages. Failure to pay an invoice that has fallen due constitutes a serious breach.

6.5 Suspended or closed Amazon account. The suspension, restriction or closure of an Amazon account of the Client does not terminate the contract and does not release the Client from paying for the Services performed. The Client shall forward to SkyVision without delay the related notifications from Amazon. If the measure prevents performance of the Services, the parties shall consult each other to adapt the engagement, for example to assistance with the reactivation request.

a) If the measure results from a matter attributable to the Client (products, claims, content or information provided or approved by the Client, breach of Amazon's rules, intervention on its accounts by a third party other than SkyVision), the Client may terminate the contract only under the conditions of Article 6.3.

b) If the measure results neither from a fault of SkyVision nor from a matter attributable to the Client, and performance of the Services remains impossible for more than thirty (30) consecutive days without agreement on an adaptation of the engagement, either party may terminate the contract in writing by giving one (1) month's notice. The amounts due for the Services performed and for that month of notice remain payable. No other amount is due under Article 6.3.

The burden is on the Client to establish that the measure does not result from a matter attributable to it.

6.6 End of the contract. On expiry or termination of the contract, for whatever reason: SkyVision ceases to use the access to the Client's accounts, which the Client revokes; SkyVision delivers to the Client, on request made within thirty (30) days, the paid deliverables that are not already in the Client's accounts; the amounts due for the Services performed up to the end date remain payable.

7. INTELLECTUAL PROPERTY

7.1 SkyVision Materials. SkyVision retains ownership of its methods, know-how, tools, software, scripts, document and report templates, audit frameworks and training materials, whether they exist before the engagement or are developed during it without being specific to the Client ("SkyVision Materials"). Where a SkyVision Material is incorporated into a Deliverable, the Client receives a non-exclusive right to use it with that Deliverable, for its own needs and for the term of protection of the rights. Coaching and training materials are reserved for the Client's internal use.

7.2 Deliverables. "Deliverables" means the items created by SkyVision specifically for the Client in performance of a quote, in particular: product listing texts (titles, bullet points, descriptions, keywords), A+ and A+ Premium content, Store pages, template listings, visuals, videos and advertising copy.

7.3 Assignment of rights. Subject to full payment of the price of the service concerned, SkyVision assigns to the Client, on an exclusive basis and with effect from that payment, the author's economic rights (droits patrimoniaux d'auteur) in each Deliverable, namely:

• a) the right of reproduction: to reproduce or have reproduced the Deliverable, in whole or in part, on any digital or physical medium and in any format;
• b) the right of representation: to communicate the Deliverable to the public by any means, in particular on marketplaces (including Amazon), websites, social networks, advertising and commercial materials and the Client's packaging;
• c) the right of adaptation: to modify, correct, shorten, supplement or update the Deliverable, and to incorporate it into other content;
• d) the right of translation: to translate the Deliverable into any language;
• e) the right to grant these rights to third parties, in particular the licences required by the terms of use of the marketplaces on which the Client publishes the Deliverables.

These rights are assigned for any exploitation connected with the promotion and sale of the Client's products and brands, worldwide and for the entire term of copyright protection. The price of the assignment is included in the price of the service shown in the quote. Each invoice identifies the Deliverables to which it relates.

SkyVision retains the right to present the published Deliverables as references, under the conditions of Article 11.

7.4 Before payment. Until full payment of the price of the service concerned, the Client has a non-exclusive and non-transferable right to use the Deliverables for the uses set out in Article 7.3, including publication on marketplaces and the grant of the licences they require. If the corresponding invoice remains unpaid thirty (30) days after a formal notice referring to this Article, SkyVision may withdraw this right in writing. The Client shall then remove the Deliverables concerned from its listings, pages and materials within fifteen (15) days. Failing this, any subsequent use is made without right. Subsequent full payment gives rise to the assignment provided for in Article 7.3.

7.5 Non-protectable Deliverables. If a Deliverable is not protectable by copyright, the Client may, once the price has been paid, use, modify and exploit it freely, without additional consideration, and SkyVision waives any claim in respect of it.

7.6 Third-party and Client materials. Third-party materials incorporated into a Deliverable (image libraries, fonts, music) remain subject to their own terms, which SkyVision communicates to the Client when it supplies those materials. The Client warrants that it holds the rights to the materials it provides (trade marks, logos, photos, texts, claims), including for their processing by the tools referred to in Article 7.9, and shall indemnify SkyVision against any third-party claim relating to them.

7.7 Warranty. SkyVision warrants that it holds the rights necessary to assign the Deliverables, as the authors who created them for SkyVision have assigned their economic rights to it and have consented to the adaptations necessary for the exploitation provided for in Article 7.3.

7.8 Advertising campaigns. The campaigns, structures, targeting and settings configured by SkyVision in the Client's advertising accounts remain in those accounts. The Client may continue to use and modify them after the end of the contract. The Client may use the reports and analyses provided to it for its internal needs.

7.9 Artificial intelligence and automation tools.

• a) SkyVision may use artificial intelligence and automation tools to perform the Services, in particular to create or edit texts, photos and videos, optimise product listings, write reports, analyse data and manage campaigns. The Client authorises SkyVision to submit to these tools, solely for the purposes of the Services, the materials it provides (in particular its brand's photos, visuals, logos and texts) and the data from its advertising and selling accounts.
• b) SkyVision only uses tools whose provider undertakes, under its terms or through the settings chosen, not to use the submitted materials and data to train its models and not to make them public. This condition does not apply to tools offered by the marketplaces themselves within the Client's accounts (for example Amazon Ads creative tools), which are governed by the terms accepted by the Client. SkyVision does not submit to these tools any personal data for which the Client is responsible, unless the Client authorises it in writing under Article 10.2.
• c) Actions carried out in the Client's accounts by means of these tools, in particular changes to bids, budgets or targeting, are decided or supervised by SkyVision, within the budgets approved by the Client. They are subject to Article 8.
• d) SkyVision reviews content produced with these tools before delivering it to the Client and informs the Client of any content generated by artificial intelligence. The Client, who approves and publishes the content, adds any labels required by law or by marketplace rules.
• e) Elements produced by these tools that are not protected by copyright are subject to Article 7.5. SkyVision does not guarantee their exclusivity, as a tool may produce similar results for other users.
• f) The Client may exclude in writing the use of these tools for all or part of the Services. SkyVision then adapts the Services and, where necessary, their price and timeframes.

8. LIABILITY

SkyVision is not liable for indirect loss. Nor is it liable, whether the loss is direct or indirect, for loss of turnover, margin, customers or ranking, or for the consequences of Amazon's decisions (refusal or removal of content, account suspension, changes to rules or tools) that do not result from a fault of SkyVision. The Client retains the right to obtain compensation for its other direct loss, in particular advertising expenditure wasted as a result of a fault of SkyVision, within the limit set out in the following paragraph.

For all causes combined, SkyVision's liability is limited to the amount, excluding tax, of the fees invoiced to the Client for the Services in question during the three (3) months preceding the event giving rise to liability.

The Client, which has permanent access to its accounts, shall notify SkyVision in writing of any advertising expenditure it considers abnormal within thirty (30) days of delivery of the monthly report showing it or, if there is no report, of the date on which it was incurred. After that period, it may no longer claim compensation for it.

These limitations do not apply in the event of gross negligence (faute lourde) or wilful misconduct (faute dolosive).

Any liability action between the parties under the contract, except actions for payment of the price or of the sums provided for in Articles 6.3 and 12, is time-barred one (1) year from the day on which the party bringing it knew or ought to have known the facts enabling it to bring it.

9. CONFIDENTIALITY

9.1 Each party shall keep confidential the non-public information received from the other party in connection with the contract, whatever its medium, in particular the Client's sales, margin and advertising data, access details, strategies, prices, suppliers and product plans, and SkyVision's methods, tools and rates ("Confidential Information").

9.2 Each party shall use the other party's Confidential Information only to perform the contract. It shall disclose it only to those members of its staff, service providers and advisers who need it for that purpose and who are bound by an equivalent duty of confidentiality. The providers of the tools referred to in Article 7.9 are service providers within the meaning of this Article. It shall protect it with the same care as its own confidential information.

9.3 The following information is not confidential: (a) information that is public or has become public through no fault of the receiving party; (b) information already lawfully known to the receiving party; (c) information received from a third party entitled to disclose it; (d) information developed independently; (e) information whose disclosure is required by law or by an authority, to the extent of that requirement.

9.4 This obligation applies during the contract and for two (2) years after its end. At the end of the contract, each party shall return or destroy, on request, the other party's Confidential Information, except for any copies it is required by law to retain.

9.5 SkyVision may use, to improve its methods, aggregated and anonymised performance data that does not allow the Client to be identified.

10. PERSONAL DATA

10.1 SkyVision processes the personal data of its contacts at the Client (name, position, contact details) to manage the business relationship, in accordance with Regulation (EU) 2016/679 (GDPR). Data subjects are informed of their rights in the legal notice published on SkyVision's website (section "Personal data").

10.2 Where the Services lead SkyVision to access personal data for which the Client is the controller (for example order or customer data visible in Seller Central), SkyVision acts as a processor within the meaning of Article 28 of the GDPR. In that capacity, SkyVision shall:

a) process such data only on documented instructions from the Client and for the purposes of the Services, including with regard to transfers to a third country or an international organisation, unless it is required to do so by law, in which case it shall inform the Client of that legal requirement before processing;

b) immediately inform the Client if, in its opinion, an instruction infringes data protection legislation;

c) ensure that persons authorised to process such data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

d) take the security measures required by Article 32 of the GDPR;

e) engage another processor only with the prior specific or general written authorisation of the Client; in the case of general authorisation, inform the Client of any intended addition or replacement, thereby giving the Client the opportunity to object; impose the same obligations on that other processor by contract, and remain fully liable to the Client for their performance;

f) assist the Client, by appropriate measures and insofar as possible, in responding to requests from data subjects exercising their rights;

g) assist the Client in complying with its obligations under Articles 32 to 36 of the GDPR (security, data breaches, impact assessment, prior consultation), taking into account the nature of the processing and the information available to SkyVision;

h) notify the Client of any data breach without undue delay, and no later than forty-eight (48) hours, after becoming aware of it;

i) at the Client's choice, delete or return the data at the end of the Services and destroy existing copies, unless required by law to retain them;

j) make available to the Client the information necessary to demonstrate compliance with these obligations, and allow for and contribute to audits, including inspections, conducted by the Client or by an auditor mandated by the Client.

The subject matter, duration, nature and purpose of the processing, the type of data, the categories of data subjects, and the obligations and rights of the Client are set out in a data processing agreement attached to the quote as a schedule.

11. COMMERCIAL REFERENCES

Unless the Client objects in writing, SkyVision may mention the Client's name and logo as a commercial reference. Any publication of quantified results or of elements of the engagement (case study, testimonial) requires the Client's prior written consent.

12. NON-SOLICITATION

12.1 During the term of the contract and for twenty-four (24) months after its end, the Client shall not solicit, hire or engage, directly or through an intermediary, any employee of SkyVision, or any independent contractor acting on behalf of SkyVision, who took part in performing the Services during the last twelve (12) months of the contract, unless SkyVision agrees in writing. SkyVision undertakes, under the same conditions, not to solicit or hire the Client's employees with whom it has dealt in performing the Services.

12.2 In the event of a breach by the Client, the Client shall pay SkyVision, for each person concerned, a lump-sum indemnity equal to the amount, excluding tax, of the sums invoiced to the Client during the twelve (12) months preceding the breach or, if the breach occurs after the end of the contract, during the last twelve (12) months of the contract.

13. DISPUTE RESOLUTION AND GOVERNING LAW

13.1 These Terms and the contracts they govern are subject to French law.

13.2 In the event of a dispute, the parties shall first seek an amicable solution. The first party to act shall give written notice of the dispute. If no agreement is reached within thirty (30) days of that notice, either party may refer the matter to the competent court. This preliminary step does not apply to the recovery of unpaid sums or to urgent or protective proceedings.

13.3 ANY DISPUTE RELATING TO THE FORMATION, PERFORMANCE, INTERPRETATION OR END (EXPIRY OR TERMINATION) OF THE CONTRACTS ENTERED INTO WITH SKYVISION SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF PARIS, INCLUDING IN SUMMARY PROCEEDINGS (RÉFÉRÉ), IN THE EVENT OF THIRD-PARTY CLAIMS FOR INDEMNITY (APPEL EN GARANTIE) OR WHERE THERE ARE SEVERAL DEFENDANTS.

14. MISCELLANEOUS

14.1 The Terms are drawn up in French and in English. In the event of any discrepancy, the French version prevails.

14.2 The Client may not assign or transfer the contract without SkyVision's prior written consent. SkyVision may assign it to any company that controls it, that it controls or that is under common control with it. The Client hereby consents to such assignment. The assignment takes effect with respect to the Client when it is notified to the Client, and the Client expressly consents to the assignment releasing SkyVision for the future.

14.3 Emails exchanged between the parties constitute evidence of their exchanges, approvals and notifications.

14.4 If any provision of the Terms is declared void or unenforceable, the other provisions remain in force.

14.5 A party's failure to rely on a breach does not constitute a waiver of its right to rely on that breach at a later date.

15. CUSTOMER SERVICE

For any information or question, our customer service team is available by email at contact@skyvision-agency.com. We reply within 48 business hours, Monday to Friday, from 8:00 to 19:00 (Paris time).