Terms of Sale

1. Purpose and parties

These terms of sale ("Terms") apply to all services sold under the Pandorra Studio brand. The provider is Pandorra AI LLC, a limited liability company registered in the United States ("Pandorra Studio"). The contract is entered into solely between Pandorra AI LLC and its business customer (the "Client").

2. Business customers only

Pandorra Studio's services are available only to businesses (companies, freelancers, associations) ordering for their business activity. By ordering, the Client confirms that it is acting in a professional capacity. Pandorra Studio does not sell to consumers.

3. Orders

The contract is formed when the Client signs the quote, electronically or by hand; the quote refers to these Terms, and signing it means accepting them. The quote or plan description sets out the content, price and timing; if it differs from these Terms, the quote or plan description prevails. Any request outside the quote requires an additional quote.

4. Prices, payment and late payment

Prices are exclusive of taxes, in the currency shown on the quote or the site. Unless the quote states otherwise: for a project, 50% on order and the balance on delivery; for a monthly plan, payment in advance each month. Payment is made by bank transfer to Pandorra AI LLC's account.

Advertising budgets (Meta, Google, etc.) are paid by the Client directly to the platforms, unless the quote states otherwise.

If a payment is more than 15 days late, Pandorra Studio may suspend the services after a reminder by email. Unpaid amounts bear interest at 1% per month.

5. VAT and taxes

Pandorra AI LLC is established in the United States. For a Client established in the European Union, the invoice is issued without VAT and the Client accounts for VAT in its own country under the reverse charge (Article 196, Directive 2006/112/EC). A Client established in Switzerland accounts for Swiss VAT under the acquisition tax, where applicable. The Client provides its VAT number when ordering. Any other tax due in the Client's country is borne by the Client. Payments are made without deduction; if withholding tax applies, the Client grosses up the payment so that Pandorra AI LLC receives the invoiced amount.

6. Monthly plans and exclusivity

A monthly plan runs for one month and renews automatically from month to month, unless the offer or quote sets a minimum term (for example 12 months for zone exclusivity). The Client may cancel by email to contact@pandorra.ai: cancellation takes effect at the end of the current monthly billing period, and no earlier than the end of any minimum term. A period that has started is payable in full and non-refundable. Any exclusivity (by zone or sector) exists only if it is stated in the quote or the plan description.

7. Client obligations

The Client provides the information, access, content and approvals needed in good time; any delay on its side extends deadlines accordingly. It warrants that it holds the rights to everything it provides to Pandorra Studio (texts, photos, videos, music, logos, trademarks) and that it has the written consent of the people who appear in them, including for AI modification of their image or voice. It remains responsible for what it publishes, for its offers and ads, and for their compliance with applicable laws. It indemnifies Pandorra AI LLC against any third-party claim in this respect.

8. AI-created content

Pandorra Studio creates its content with artificial intelligence, including its Pandorra.AI platform: photo shoots, videos, brand ambassadors and virtual influencers. This is what allows it to offer them at a much lower price than a traditional production.

An AI brand ambassador sold as exclusive is never used for another brand.

As required by EU law and social media platforms, realistic AI-created content carries the label "AI-generated content", which the Client keeps when publishing it. An AI brand ambassador can present a product, but is never presented as a real person who has tried it. Pandorra Studio does not reproduce a real person's image or voice without their written consent.

9. Intellectual property

Once paid in full, Pandorra AI LLC assigns to the Client, worldwide and for the full term of the rights, the rights it holds in the deliverables created specifically for the Client. In some countries, AI-generated elements may not be protected by copyright: Pandorra AI LLC assigns the rights it holds, without guaranteeing that such rights exist.

Pandorra AI LLC retains its tools, methods, templates, prompts, AI models and reusable code, as well as the Pandorra.AI platform. The Client receives a non-exclusive, worldwide licence, for the full term of the rights, to the reusable elements incorporated in the deliverables, solely to use those deliverables; this licence gives no access to the Pandorra.AI platform. Third-party elements (fonts, stock images, open-source software, AI tools) remain subject to their own licences. Unless the Client objects in writing, Pandorra Studio may mention the Client's name and show the work in its portfolio.

10. Standard of care – no guaranteed results

Pandorra Studio performs the services with care and in line with professional standards. Results depend on third parties (Google, ChatGPT, Gemini, Claude, Meta, etc.) whose algorithms change without notice: Pandorra Studio therefore does not guarantee any ranking, any citation by an AI, or any volume of traffic, leads or sales. Nor is Pandorra Studio responsible for decisions made by platforms (ad rejection, account suspension, rule changes).

11. Liability

Pandorra AI LLC's total liability, for any cause, is limited to the amounts paid by the Client for the service concerned during the 12 months preceding the event giving rise to the claim. Pandorra AI LLC is not liable for indirect or consequential damages, including loss of revenue, customers, data or reputation. These limits do not apply in case of wilful misconduct or fraud.

12. Confidentiality

Each party keeps the other's non-public information confidential, during the contract and for 2 years after it ends.

13. Personal data processed for the Client

When Pandorra Studio processes personal data on behalf of the Client (CRM, email marketing, automation, advertising), it acts as a processor under the GDPR and the Swiss Federal Act on Data Protection (FADP). This processing covers, for the term of the contract, the contact details and activity data of the Client's customers, prospects and subscribers, solely for the service ordered. Pandorra Studio undertakes to:

• process the data only on the Client's written instructions, including with regard to transfers, and inform the Client if an instruction appears to breach the law;
• entrust it only to people bound by confidentiality;
• protect it with appropriate security measures;
• use only technical providers (hosting, AI tools, email marketing) bound by the same obligations, which the Client authorises, and inform the Client in advance of any new provider, which it may refuse;
• help the Client respond to requests from data subjects and meet its security and impact-assessment obligations;
• notify the Client without delay of any data breach;
• at the Client's choice, delete or return the data at the end of the contract;
• provide the Client with the information needed to check these commitments and allow audits, including inspections.

The Client remains the controller and warrants that the data is collected and used lawfully. The data may be processed in the United States and in the countries where Pandorra Studio's providers are located. These transfers are governed by the European Commission's standard contractual clauses (Decision (EU) 2021/914, Module 2), incorporated by reference into these Terms and adapted to Swiss law for Clients established in Switzerland; the list of providers and their countries is available on request.

14. Subcontracting

Pandorra AI LLC may entrust all or part of the services to subcontractors of its choice, subject to section 13 for personal data; it remains liable to the Client for their work.

15. Termination and force majeure

If a party commits a material breach and does not remedy it within 15 days of written notice (email is sufficient), the other party may terminate the contract. Services already performed remain payable. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by an event beyond its control (outage of a supplier, a platform or the internet, disaster, decision of an authority).

16. Governing law and disputes

These Terms and each contract are governed by the laws of the State in which Pandorra AI LLC has its registered office (USA). In the event of a dispute, the parties first seek an amicable solution for 30 days. Failing that, the state and federal courts located in that State have exclusive jurisdiction. However, Pandorra AI LLC may also bring proceedings before the courts where the Client has its registered office.

17. Miscellaneous

If a clause is held invalid, the others remain in force. Pandorra AI LLC may amend these Terms: the new version applies to new orders, and to ongoing monthly plans 30 days after it is emailed to the Client. A Client that refuses the new version may cancel its plan free of charge before it takes effect. In case of any difference between the French and English versions, the English version prevails.