ARTICLE 1 - GENERAL PROVISIONS

1.1. Purpose

These General Terms and Conditions of Service (hereinafter referred to as "the Terms") detail the pre-contractual and Service Agreement terms between the single-member limited liability company AKHANOV IMMO, operating under the brand LUXIM, with its registered office at 111 Boulevard François Grosso, 06000 NICE, France, VAT identification number FR27901139899, registered with the NICE Trade and Companies Register under number 901139899, holder of the professional license "Transaction on Buildings and Business Assets" without holding funds No. CPI0605202400000008 issued by the Nice-Côte d'Azur Chamber of Commerce and Industry, and insured for professional liability by MMA IARD Assurances Mutuelles / MMA IARD, located at 14 Boulevard Marie et Alexandre Oyon, 72030 LE MANS Cedex 9, France,

Hereinafter referred to as "the Service Provider", on the one hand,

AND

Any individual or legal entity capable of entering into a Service Agreement and wishing to, or having already purchased, services from the Service Provider,

Hereinafter referred to as "the Client", on the other hand,

Collectively referred to as "the Parties" or individually as "the Party"

In accordance with applicable legal provisions (Article L441-1 III of the French Commercial Code), the Terms of the Service Provider constitute the sole basis for commercial negotiation with the Client.

The Parties expressly exclude the provisions of Article 1119 paragraph 2 of the French Civil Code. Consequently, the Terms shall prevail over the Client’s general terms of purchase or any similar document originating from the Client.

The Terms shall apply as of right to any Service Agreement (as defined in Article 2 of the Terms) involving the provision of services entered into with the Client acting as a consumer.

1.2. Acceptance

The Client declares that they have reviewed the Terms prior to placing the Order (as defined in Article 2 of the Terms) and accepted them unconditionally. Any payment for the Order shall constitute unconditional acceptance of the Terms in effect.

The Terms shall prevail over any other terms, except those expressly approved in writing by the Service Provider, notably within specific terms and conditions of service. In this respect, the Terms shall be enforceable against the Client in accordance with the provisions of Article 1119 of the French Civil Code.

1.3. Service Agreement Provisions

The nullity of any Service Agreement clause shall not render the Terms null and void unless the clause is an essential and determining factor that led one of the Parties to enter into the Service Agreement (Article 2 of the Terms).

The fact that the Service Provider does not invoke a particular clause of the Terms at a given time shall not constitute a waiver of the right to invoke that clause at a later time.

1.4. Modification of the Terms

The Service Provider reserves the right to modify the Terms at any time. the Terms applicable are those in effect on the date the Service Agreement is concluded with the Client.

Any modification of the Terms shall be deemed accepted by the Client who, after being notified in writing, does not express their disagreement within thirty (30) days.

ARTICLE 2 - ORDERS AND QUOTES - SERVICE AGREEMENT

2.1. Order – Quote (Engagement Letter) – Definitive Nature - Service Agreement

Any order placed by the Client for the services and prices offered by the Service Provider, accepted by the Client and accompanied by immediate payment or, where applicable, an advanced payment requested (referred to as "the Order").

Except in specific cases, the Order results in the issuance of a quote or an engagement letter serving as specific terms of service, specifying the services, location, their prices, and the duration and/or date of performance of the service.

Any Order constitutes a firm and definitive sale, subject to acceptance by the Service Provider, and may only be challenged in the limited cases enumerated in the Terms, particularly in Article 9 - Right of Withdrawal.

The sale shall be deemed definitive only after the Client expressly accepts the quote or engagement letter from the Service Provider during its validity period, as indicated in the quote or engagement letter.

The Terms and the quote or engagement letter accepted in any manner and/or signed by the Client constitute the contract (referred to as "the Service Agreement") concluded between the Service Provider and the Client.

2.2. Modification – Cancellation of Order

The Client may not cancel or modify the Order without the express consent of the Service Provider, who may refuse without having to justify the reason.

If accepted, a new quote, a new engagement letter, or an amendment to the initial quote or engagement letter shall be prepared by the Service Provider and subject to the same formalities as the initial quote or engagement letter. This applies similarly if the Service Provider must modify the quote or engagement letter for any of the reasons stated in the Terms.

The Service Provider reserves the right to refuse or cancel the Client's Order if there is an unresolved dispute related to the payment of a prior Order or for any legitimate reason.

2.3. Duration – Termination of Service Agreement – Rescission of Service Agreement

2.3.1. Duration of the Service Agreement

The Service Agreement becomes effective:

Upon the Client’s acceptance of the quote or engagement letter offered during its validity period,

AND

Upon immediate payment for the Order or, where applicable, payment of the requested advanced payment.

The Service Provider’s performance of the service will only commence after receiving all requested documents and information from the Client or a third party.

The duration of the Service Agreement is determined as specified in the specific terms of service.

Unless specified in the specific terms of service, the Service Agreement ends without specific formalities upon the expiration date mentioned in the Service Agreement or, failing that, upon completion of the agreed-upon service(s).

Unless specifically agreed in writing, no fixed-term Service Agreement may be tacitly renewed.

2.3.2. Rescission of the Service Agreement

Apart from the cases mentioned above, and subject to the provisions of Article 9.1 below, the Service Agreement, regardless of its duration, may be rescinded by the Client at any time by registered letter with acknowledgment of receipt or by written notice on another durable medium with express acknowledgment of receipt (excluding simple read receipts or delivery confirmations), in the event of a serious breach by the Service Provider of their performance obligations.

The Service Agreement is considered rescinded upon receipt by the Service Provider of the letter or written notice informing them of the termination, unless the Service Provider has performed in the meantime.

However, the Client may immediately rescind the Service Agreement if the Service Provider refuses to deliver the service or fails to perform their service obligation by the agreed date, where that date or time frame constitutes an essential condition of the Service Agreement. This essential condition may arise from the circumstances surrounding the conclusion of the Service Agreement or from an express request made by the Client before entering into the Service Agreement.

The Service Agreement may be rescinded by the Service Provider if the Client refuses to allow the Service Provider to perform the service, fails to pay the price (or the balance thereof) when due, fails to provide the documents, materials, and information necessary for the performance of the service, or exhibits inappropriate behavior towards the Service Provider.

This rescission will occur by registered letter with acknowledgment of receipt or by written notice on another durable medium, following a notice to comply that remains unaddressed within a seven (7) calendar day period (unless another period is mentioned in the notice).

Nonetheless, rescission of the Service Agreement may occur without notice upon receipt of the Service Provider’s registered letter in cases of serious misconduct by the Client, without prejudice to claims for damages or additional actions (with the Service Provider retaining the right to suspend service provision upon the occurrence of the event justifying rescission).

In the event of rescission of the Service Agreement without fault on the part of the Service Provider, the Service Provider may invoice for the work and costs related to services already commenced, retaining any sums already paid by the Client, without prejudice to claims for additional damages.

ARTICLE 3 - CHARACTERISTICS OF THE SERVICES PROVIDED

The essential characteristics of the services provided by the Service Provider are clearly and comprehensibly described in the quote or engagement letter, which serves as the specific terms of service.

ARTICLE 4 – PRICING OF SERVICES

4.1. Service Price

The price of the services is specified in the quote, which serves as the specific terms of service. The Service Provider may contractually include an annual indexation of the service price in the specific terms of service, which shall apply automatically.

The price of the services is determined based on the nature of the service, either as a fixed fee when the price can be determined in advance, or on a variable basis, according to a daily rate defined in the specific terms of service and applied to the actual duration of the service provided, or as a combination of a fixed and variable component.

4.2. Additional Costs

In addition to the service price, the Service Provider may charge the Client additional costs, such as supplementary services subcontracted by the Service Provider at the Client's request (various audits, legal services, specialized services, etc.), and/or travel and accommodation expenses. These costs will be itemized in the specific terms of service and will be invoiced at cost.

Costs that cannot be reasonably calculated in advance are chargeable in addition to the service price.

4.3. Modification of the Service Price

The Service Provider reserves the right to modify the prices of their services at any time.

The prices specified in the Service Agreement remain fixed and non-revisable for the entire duration of the Service Agreement's execution.

In the event of an unforeseen price increase not stipulated in the specific terms of service, the Client may terminate the Service Agreement under the conditions set forth in Section 2.3.2 - Termination of the Service Agreement.

ARTICLE 5 - PAYMENT OF SERVICE PRICE

5.1. Payability

Payments made by the Client will be deemed final only after the Service Provider has received the funds in full.

Amounts paid by the Client cannot be considered as a deposit.

5.2. Payment Methods

Payment shall be made by bank card and/or bank transfer to the bank account whose details will be appended to the invoice sent to the Client upon receipt by the Service Provider of the signed quote or letter of engagement.

Full payment of 100% (one hundred percent) of the Order is required to initiate the service, unless otherwise specified in the quote or letter of engagement.

5.3. Late Payment

Any amount not paid by its due date shall automatically incur, without prior notice, a fixed indemnity for collection costs of €250 (two hundred fifty euros) and interest at the statutory rate plus 5% (five percent).

These amounts shall become due and payable the day following the payment due date indicated on the invoice.

5.4. Non-Payment

The Service Provider reserves the right, in the event of non-payment of the agreed price by its due date, either to demand execution of the Service Agreement or to terminate the Service Agreement under the conditions set forth in Section 2.3.2 - Termination of the Service Agreement.

In the case of multiple payment installments, the non-payment of any installment will result in the immediate enforceability of all subsequent installments, unless the Service Provider opts to terminate the Service Agreement.

ARTICLE 6 - PERFORMANCE AND DELIVERY OF SERVICES

6.1. Timeline

Services are provided by the Service Provider on the date or within the timeframe indicated in the quote or the letter of engagement.

The Client undertakes to promptly provide the Service Provider with all documents and information necessary for the performance of the service, as requested by the Service Provider.

The Client further agrees to immediately inform the Service Provider of any changes to information that may affect the performance of the service.

The Client acknowledges that the Service Provider cannot perform the service in the absence of the required information and documents or if incorrect information is provided. Similarly, the Service Provider shall not be held liable for any inaccuracies or falsified information.

6.2. Delay

If the services are not provided within the indicated timeframe or by the specified date, the Client may terminate the Service Agreement in accordance with the procedures described in Section 2.3.2.

These provisions shall not apply if the delay is caused by the Client (e.g., failure to provide information, late submission of documents, etc.) or by a third party’s fault or delay.

6.3. Location

The service may be performed at any location related to the nature of the service itself.

The price of the service and any related travel costs will be adjusted based on the location of the service.

The location may be determined, in whole or in part, during the formation of the Service Agreement.

6.4. Terms of Execution

The Service Provider will perform the service using its own tools, including IT equipment, telecommunication devices, and internet connection, and will handle any required travel using its own means of transportation unless otherwise provided by the Client.

Where applicable, the Client must ensure that the Service Provider can perform the service in a safe, clean, and appropriate environment, providing access to relevant areas and documentation necessary for the service.

ARTICLE 7 – OBLIGATIONS – LIABILITY – FORCE MAJEURE

7.1. Obligations of the Service Provider

The Service Provider is bound by an obligation of means in the performance of their services. Accordingly, it undertakes to implement all measures necessary to carry out the service defined in the Service Agreement.

Given the nature of their services, the Service Provider's liability is governed by general contract law principles.

The legal guarantees of conformity and hidden defects defined under Articles L217-1 et seq. of the French Consumer Code and Articles 1641 et seq. of the French Civil Code do not apply to the Service Agreement between the Service Provider and the Client.

7.2. Exemption from Liability and Force Majeure

The Service Provider cannot be held liable for non-performance or improper performance of the Service Agreement resulting from the Client's actions, the unforeseeable and insurmountable actions of a third party, or a case of force majeure.

ARTICLE 8 - CONFIDENTIALITY AND INTELLECTUAL PROPERTY

8.1. Confidentiality

Throughout the negotiation period and until the completion of the services, the Parties agree not to disclose any information or documents belonging to the other Party without the express authorization of the latter.

Each Party further agrees, during the performance of the Service Agreement and after the completion of the services, not to use or exploit for commercial purposes or for the benefit of third parties any professional data or documents utilized during the performance of the services.

8.2. Intellectual Property

Each Party shall retain full ownership of its respective works, plans, drawings, documents, methods, know-how, and tools.

All deliverables, studies, or documentation produced or developed in the course of executing the Service Agreement shall be and remain the exclusive property of the Client, even if created by the personnel of the Service Provider.

However, the Service Provider reserves the right to utilize any lessons learned and know-how acquired during the performance of the Service Agreement, provided that such use does not involve the replication or reproduction of original documents or solutions created exclusively for the Client.

ARTICLE 9 - RIGHT OF WITHDRAWAL

9.1. Client Information – Start Date of Service Performance

When the Service Agreement with the Service Provider is concluded remotely or off-premises, the Client has a period of 14 (fourteen) days to exercise their right of withdrawal without having to provide any justification for their decision.

The Service Provider shall not begin the performance of the services within this period.

However, if the Client wishes for the performance of the services to commence before the expiration of the 14 (fourteen)-day withdrawal period, the Service Provider must obtain the Client's express request. This request can be made through any means for a Service Agreement concluded remotely and on paper or a durable medium for a Service Agreement concluded off-premises.

If the Client exercises their right of withdrawal for a Service Agreement whose performance began at their express request before the end of the withdrawal period, they must pay the Service Provider a proportionate amount of the total price for the services provided up to the point of communication of their withdrawal decision.

Nonetheless, under Article L221-28 of the French Consumer Code, the Client is informed that the right of withdrawal cannot be exercised for a Service Agreement fully performed before the end of the withdrawal period, provided that the performance commenced after the Client's prior express consent and explicit waiver of their right of withdrawal.

9.2. Conditions and Procedures for Exercising the Right of Withdrawal

To exercise the right of withdrawal, the Client must notify the Service Provider within the prescribed period, providing their name, postal address, and, where available, phone number and email address, along with their decision to withdraw from the Service Agreement, using the withdrawal form or an unambiguous written statement.

ARTICLE 10 - PERSONAL DATA PROCESSING

10.1. Management of Personal Data

The Service Provider has the necessary skills and organizational resources to secure the processing of personal data that may be carried out in the course of the Service Agreement with respect to the Client, in compliance with applicable regulations.

10.2. Data Controller

As the data controller for the personal data they collect, the Service Provider commits to adhering to the legal provisions in force.

10.3. Purpose of Collected Data

In accordance with the principles of data minimization and purpose limitation, the Service Provider collects only the personal data related to the Client that is relevant and necessary for legitimate purposes, including but not limited to the fulfillment of their contractual obligations, managing their commercial relationship with the Client, and complying with their legal and regulatory obligations.

10.4. Right of Access

In accordance with applicable regulations, the Client has the right to access, modify, rectify, and delete their personal data. This right can be exercised by writing to the Service Provider at the address listed in section 1.1 of the Terms or via the contact form available on the website luxim.fr.

The Client's letter or message must explicitly include the subject and details of their request to allow the Service Provider to respond as promptly as possible.

ARTICLE 11 – COMPLAINTS

The Client must submit any potential complaint(s) via the contact form available on the website luxim.fr.

Subject to applicable mandatory legal provisions, the Client will have a period of 30 (thirty) calendar days from the completion of the service to submit their complaint electronically to the Service Provider.

ARTICLE 12 – MEDIATION

In case of a dispute arising regarding the execution, termination, or conditions of the Service Agreement, the Service Provider and the Client shall strive to resolve their disagreement amicably.

Subject to applicable mandatory legal provisions, the dispute will first be submitted to the Service Provider for an amicable resolution. If conciliation fails, the dispute shall be subject to the exclusive jurisdiction of the competent courts.

The Client is informed that they may, in any case, resort to conventional mediation through sector-specific mediation bodies, whose references are available on the website cm2c.net. or alternative dispute resolution mechanisms.

Mediation body contact details: CM2C, 14 rue Saint Jean, 75017 Paris.

Email address: contact@cm2c.net.

The Client is also informed that they can use the online dispute resolution platform.

ARTICLE 13 - LIMITATION OF LIABILITY

The Service Provider is only subject to an obligation of means towards the Client.

The Service Provider's liability cannot be engaged for damages resulting from errors caused by documents or information provided by the Client that are incorrect.

In the event that the Service Provider's liability is engaged during the performance of the service due to proven faults, the Client may only claim damages from the Service Provider up to the amount excluding VAT of the service provided.

The Service Provider's liability is limited to direct material damages caused by the Service Provider.

ARTICLE 14 – DISPUTES

By express agreement between the Parties, the Service Agreement is governed, both in form and substance, by French law.

It is written in the French language. In the event that it is translated into one or more foreign languages, only the French text shall prevail in case of a dispute.

All disputes arising from the Service Agreement, including its validity, interpretation, execution, termination, consequences, and aftermath, which could not be resolved through mediation, shall be subject to the exclusive jurisdiction of the courts of NICE, France.