Terms & Conditions

1. INTERPRETATION

1.1 In these Terms and Conditions, unless otherwise specified:

• “Ride FX” refers to Ride FX SAS, the creative studio and immersive production company indicated on the Quote or Agreement.

   

• “Client” means any individual, company, institution, foundation or public/private entity commissioning services from Ride FX.

   

• “Agreement” means the Quote, including these Terms and any additional written contract defining the Services to be rendered.

   

• “Services” refers to all services provided by Ride FX, including but not limited to visual effects, animation, immersive media production, interactive or LBVR content, scenographic design, physical and audiovisual installation, production of traveling exhibitions, and associated consulting or project management.

   

• “Works” means any deliverables created by Ride FX for the Client as part of the Services, including digital files, audiovisual content, immersive experiences, scenographic elements, plans, designs, or technical documentation.

   

• “Client Materials” means any content, media, data, files, or Intellectual Property provided by the Client to Ride FX for the execution of the Services.

   

• “Intellectual Property Rights” refers to all copyright, trademarks, patents, trade secrets, design rights (registered or not), software rights, domain names, proprietary know-how and all other legal protections of creative or commercial content, whether registered or not.

   

• “Ride FX Intellectual Property” means any proprietary tools, code, engines, software, systems, formats, templates, reusable assets or methods developed by Ride FX prior to or independently of this Agreement.

   

• “Confidential Information” means any information disclosed by either party to the other (whether oral, written, visual, or digital) including financial, strategic, technical, creative or commercial data that is either marked as confidential or that a reasonable party would understand to be confidential.

   

• “Quote” means the financial and service proposal shared with the Client outlining the scope, fees, and timeline for the Services.

   

• “Contract” means any additional formal contract referencing these Terms and governing the relationship between Ride FX and the Client for a given project.

   

1.2 Headings are included for reference only and shall not affect interpretation.

1.3 The words “including” or “in particular” do not limit the generality of preceding words.

2. FORMATION OF CONTRACT

2.1 All Services shall be performed in accordance with these Terms, the applicable Quote, and any additional written Contract, to the exclusion of any conflicting terms proposed by the Client, unless expressly agreed in writing.

2.2 The Client acknowledges that by approving a Quote, commissioning work, or permitting Ride FX to begin execution of the Services, it accepts these Terms, which then become binding.

2.3 No representative, employee, or subcontractor of Ride FX is authorized to vary these Terms orally or to offer guarantees or statements not contained herein.

2.4 In the event of any inconsistency between these Terms and a specific written Contract signed by both parties, the terms of the Contract shall prevail.

2.5 Ride FX reserves the right to update these Terms periodically. The applicable version is the one communicated or accepted at the time of commissioning a specific project.

3. PRICING & PAYMENT TERMS

3.1 Fees for Services shall be those indicated in the accepted Quote or Contract. Unless specified otherwise, prices exclude VAT, shipping, travel, accommodation, customs, or third-party costs.

3.2 Quotes assume standard conditions and resources. Ride FX may adjust its pricing in the event of:

• unforeseen complexity or changes in scope,

   

• delivery of incomplete, unsuitable or delayed Client Materials,

   

• Client-requested revisions or late approvals,

   

• external cost variations or force majeure events.

   

3.3 Unless agreed otherwise in writing, all invoices must be paid within 30 days of the invoice date. Delayed payments may result in service suspension and penalties (see 3.7).

3.4 Ride FX retains full ownership of all deliverables (Works) until payment is received in full.

3.5 Unless agreed otherwise, payments are made in the currency invoiced, with no deduction for bank fees, withholding taxes or transfer charges.

3.6 Payment milestones may be defined by project stage (e.g., start of production, delivery of technical plans, content validation, installation/FAT/SAT), as outlined in the Quote or Contract.

3.7 In case of late payment, Ride FX may apply:

• a fixed late payment fee of €40, and

   

• interest at the rate of ECB refinancing rate + 10%, from the due date until full payment.

   

3.8 All costs related to collections (legal fees, debt recovery, etc.) shall be borne by the Client.

4. PERFORMANCE & DELIVERY

4.1 Delivery timelines are indicative unless expressly guaranteed. Ride FX shall not be liable for delays due to late approvals, incomplete information, or third-party delays.

4.2 Client delays in providing feedback, assets, or approvals may result in revised timelines or additional costs.

4.3 Digital delivery is considered completed upon successful transfer to the Client’s designated platform or download link. Risk passes at that moment.

4.4 Ride FX is not responsible for transmission errors, corrupted files, or third-party platform issues, nor for damages resulting from the use of electronic files beyond their intended scope.

4.5 Severability of Deliverables
Each deliverable under this Agreement is deemed contractually independent. A defect or delay in one part shall not entitle the Client to withhold payment for others that have been properly delivered and accepted.

5. INTELLECTUAL PROPERTY

5.1 Ride FX retains ownership of all its pre-existing tools, templates, proprietary software, production methods, creative processes, technical diagrams, and any intellectual property created independently of the Agreement, including its immersive frameworks, VR systems, scenographic assets, and pipelines (“Ride FX Intellectual Property”).

5.2 Any models, libraries, environments, rigging systems, code, audiovisual effects or spatial storytelling tools developed during the Services but which are generic or reusable shall remain part of Ride FX Intellectual Property.

5.3 Unless otherwise agreed in writing, all deliverables (the “Works”) are transferred to the Client only once full payment has been received. This transfer excludes underlying Ride FX Intellectual Property incorporated in the Works, which remains the exclusive property of Ride FX.

5.4 Where necessary, Ride FX may grant the Client a limited, non-exclusive license to use certain proprietary components within the Works. This license does not include the right to reuse or reproduce said components for other projects or exhibitions.

5.5 The Client warrants that it owns or has all rights to use the Client Materials provided and indemnifies Ride FX against any claim resulting from the use of such materials.

5.6 Ride FX shall be free to reuse any tools, knowledge or methods developed during the project, unless otherwise contractually agreed.

6. CONFIDENTIALITY & NON-SOLICITATION

6.1 Each party agrees to maintain the confidentiality of all technical, commercial, artistic, or strategic information disclosed during the collaboration, including but not limited to concept documents, budgets, design plans, unpublished content, production methods and immersive systems.

6.2 This obligation continues for a period of five (5) years after the end of the Agreement.

6.3 All Confidential Information must be returned or securely destroyed at the end of the collaboration upon written request.

6.4 The Service Provider (including subcontractors and freelancers working under this Agreement) agrees not to contact, solicit or work directly or indirectly with any client, partner or institutional contact introduced by Ride FX, for a period of twenty-four (24) months following the end of the Agreement, unless explicitly authorized in writing by Ride FX.

7. CANCELLATION AND VARIATION

7.1 The Agreement may only be cancelled with the prior written consent of Ride FX. In the event of cancellation by the Client, Ride FX reserves the right to claim:

• 100% of the agreed fee if the cancellation occurs within 24 hours of scheduled delivery or start of production,

   

• 50% if within 5 days,

   

• All documented costs and man-hours incurred if cancelled more than 5 days in advance.

   

7.2 Scope changes must be agreed upon in writing via updated Quotes or Change Orders. These may include revised fees, new delivery milestones or reallocation of resources.

7.3 Ride FX reserves the right to suspend or delay work in the event of force majeure (see Article 12), or if payments are overdue.

7.4 Any part of the Agreement intended to survive cancellation (e.g., Intellectual Property, Confidentiality, Liability, Payment) shall remain enforceable.

8. LIABILITY AND INDEMNITY

8.1 Nothing in this Agreement limits liability for gross negligence, fraud, or death/personal injury caused by either party.

8.2 Ride FX shall not be liable for:

• Any indirect, incidental, or consequential damages (including lost revenues, exhibition delays, or third-party claims),

   

• Technical failures caused by third-party equipment or subcontracted installations,

   

• Any issues resulting from faulty or insufficient Client Materials.

   

8.3 Ride FX’s total liability under this Agreement shall in no case exceed the total amount paid by the Client for the specific project or phase in question.

8.4 The Client agrees to indemnify Ride FX from any claim arising from:

• Misuse or unauthorized distribution of the Works,

   

• Legal issues linked to Client-provided content (IP infringement, defamation, privacy, etc.),

   

• On-site damages caused by the Client’s teams during installation, dismantling, or public operation.

   

8.5 Any recommendations or technical advice offered by Ride FX are non-binding unless explicitly included in the Scope of Work.

9. INSURANCE

9.1 The Client is solely responsible for insuring all Client Materials (digital or physical), exhibition assets, loaned artworks, or on-site equipment not provided directly by Ride FX, for the full duration of the project, including installation and dismantling.

9.2 Ride FX shall not be held liable for any damage or loss to Client Materials unless caused by gross negligence. In all other cases, the Client waives any subrogation claims against Ride FX.

9.3 Ride FX strongly recommends that the Client subscribe to “nail-to-nail” insurance for any valuable or irreplaceable materials, particularly in the case of traveling exhibitions or on-site handling.

10. STORAGE OF CLIENT MATERIALS

10.1 Unless otherwise agreed in writing, Ride FX is not responsible for storing any digital or physical material after the delivery of the Works.

10.2 The Client agrees to retrieve its Materials promptly upon project completion. In absence of written instructions, Ride FX reserves the right to dispose of or delete any files or physical elements after 60 days.

10.3 Ride FX is not liable for media obsolescence, hardware incompatibility, or data loss due to the passage of time or evolving technology.

10.4 Any restitution request must be accompanied by proof of rights or ownership if the requester is not the original depositor.

11. CREDITS AND PUBLICITY

11.1 The Client agrees to credit Ride FX as the creator or co-creator of the Works in any public presentation, exhibition, press release, or media announcement related to the project, to the extent permitted.

11.2 Ride FX may publish and promote the Works in its professional portfolio, online platforms, printed brochures, award submissions, and pitches to third parties.

11.3 This right includes using non-confidential excerpts, images, videos, or behind-the-scenes content created by Ride FX, without additional compensation or approval.

12. FORCE MAJEURE

Ride FX shall not be held liable for any delay or failure in performance caused by force majeure, including but not limited to: acts of war, strike, pandemic, governmental restrictions, breakdown of equipment, natural disaster, supplier failure, or any event beyond its reasonable control. In such cases, Ride FX may suspend performance or terminate the contract, with payment due for all Services already rendered.

13. SUBCONTRACTORS

Ride FX reserves the right to engage subcontractors, suppliers, or partners (e.g., AV integrators, fabricators, motion platform vendors) to fulfill any portion of the Services. Ride FX remains responsible for ensuring quality and coordination with the Client.

14. GENERAL PROVISIONS

14.1 Variation
Any modification of this Agreement must be made in writing and signed by both parties.

14.2 Assignment
The Client may not assign this Agreement without prior written consent. Ride FX may assign its rights or subcontract performance without restriction.

14.3 Entire Agreement
This Agreement, including the Quote and any signed Addenda, constitutes the entire understanding between the parties, superseding all prior oral or written communications.

14.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force.

14.5 Good Faith Renegotiation
The parties may at any time renegotiate the terms of this Agreement in good faith, particularly in view of additional effort made in commercialising the Works, co-exploitation, or technical evolution of the project.

15. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of France, and any dispute shall fall under the exclusive jurisdiction of the courts of Vannes (Morbihan).