Contractual document

General Terms of Sale

Julie Vicart / EXOA S.à r.l.-S — applicable to all services and digital products. Last updated: August 2026.

01Scope of application

These General Terms of Sale ("GTS") apply to all services and sales of digital products offered by Julie Vicart / EXOA S.à r.l.-S, registered with the Luxembourg Trade and Companies Register (R.C.S.) under number B279875, whose registered office is at 4 Op de Leemen, L-5846 Hesperange, Luxembourg (hereinafter "the Provider").

This concerns: the sites julievicart.com and agence-exoa.com ; brands and platforms Jvicart, EXOA, Uplinks and any trademark owned by Julie Vicart / EXOA; the training and payment platforms used (Podia, Stripe, Gumroad or equivalents).

Any order, quote signature or online purchase entails full, complete and unreserved acceptance of these Terms of Sale, which prevail over any other document of the client, including any general purchasing conditions. These Terms are available online at any time; the link appears on every invoice.

02Quotes and orders

Orders may be placed by approved quote (explicit email confirmation or signature, including electronic) or directly online (Podia, Stripe, etc.).

Unless otherwise stated, quotes are valid 30 calendar days from their date of issue. Beyond that, the Provider reserves the right to update the proposed terms and prices.

Only the services expressly described in the quote are owed. Any additional request, change of scope or iteration beyond what is planned will be subject to a supplementary quote or time-based billing, announced in advance.

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03Nature of the commitments — best-efforts obligation

The Provider commits to a best-efforts obligation : the Provider applies the skills, diligence and professional standards of the industry to perform the entrusted services.

No service ordered by quote entails any obligation of result — in particular, without this list being exhaustive: positions in search engines or in the answers of artificial intelligences, traffic volume, number of prospects or sales, acquisition cost, conversion rate, reach or engagement on social media, indexing times.

A commitment to results or performance-based remuneration only exists if formalised in a separate specific contract, signed by both parties, which precisely defines its indicators, measurement method, duration and conditions. In the absence of such a contract, no quantified performance may be demanded of the Provider nor condition the payment of invoices.

Past performance, case studies, averages or examples communicated on the Provider's sites, sales materials or quotes are given for illustration only and in no way constitute a promise of results.

04Prices

Prices are expressed in euros, excluding tax or including all taxes depending on the type of service or product. Luxembourg VAT applies to clients established in Luxembourg and to consumers in the European Union; EU business clients with a valid intra-community VAT number are invoiced excluding VAT (reverse charge).

The Provider may change its prices at any time; orders already confirmed keep their initial price for the ordered scope. For recurring services (subscriptions, monthly packages), prices may be revised once a year, with 30 days' written notice; the client is then free to terminate before the new price takes effect.

05Payment

Unless otherwise stated on the quote or invoice, invoices are payable within 15 days from their date of issue, by bank transfer. Training courses and digital products are payable in full, before delivery, via Stripe, PayPal or card.

The Provider may require: a a deposit of 30 to 50% on order for any one-off service; the advance payment monthly packages; full payment before final delivery of the files, access credentials or go-lives. No discount is granted for early payment.

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06Late payment and default

Any sum unpaid at its due date automatically entails, without prior formal notice:

  • of the late payment penalties calculated at the statutory interest rate applicable to commercial transactions in Luxembourg (ECB key rate plus 8 points), payable from the day after the due date;
  • a a fixed recovery indemnity of €40 per unpaid invoice, in accordance with Directive 2011/7/EU, without prejudice to additional compensation if the actual recovery costs (litigation, fees) are higher;
  • the acceleration of the debt : all sums due under the project or contract, even those not yet due, become immediately payable.

Furthermore, after a notification that has remained without effect for 8 days, the Provider is entitled to:

  • immediately suspend all ongoing services (including campaigns, maintenance, hosting and access), without such suspension giving rise to compensation or constituting a contractual breach — delivery deadlines being extended accordingly;
  • withhold the deliverables, source files, access credentials and go-lives until full payment;
  • terminate the contract due to the client's fault, with the sums already paid remaining acquired by the Provider, without prejudice to damages.

No complaint or dispute relating to a service entitles the client to suspend or reduce, on their own initiative, the payment of issued invoices.

07Deposits and cancellation

Deposits paid are non-refundable if the client cancels, for whatever reason: they cover the schedule reservation and the preparatory work undertaken.

Once started, the services are not neither cancellable nor refundable. If the client cancels before the start but after order confirmation, the Provider may invoice the preparatory work already carried out as well as, where applicable, compensation equal to 30% of the amount ordered.

08Performance of the services

Training courses and digital products are accessible immediately after payment. Services are performed according to the schedule agreed between the parties.

The communicated deadlines are indicative : they run from receipt of all the elements owed by the client (access, content, approvals, deposit). Any delay, blockage or lack of response attributable to the client postpones delivery accordingly, without penalty for the Provider. After 30 days of inactivity attributable to the client, the Provider may close the project; the sums paid remain acquired and resuming the project may give rise to reactivation fees.

Use of artificial intelligence. In the course of its services, the Provider may use artificial intelligence tools to assist with the creation, optimisation or modification of certain deliverables (texts, visuals, translations, code, analyses). Such content is subject to human supervision, review and approval before delivery. The client acknowledges and accepts this use, carried out in compliance with the transparency requirements of Regulation (EU) 2024/1689 on artificial intelligence (the "AI Act"). Upon written request, the Provider will indicate whether a given deliverable involved significant AI assistance.

09Client obligations

The client undertakes to:

  • collaborate actively: providing the necessary content, access and information, feedback and approvals within reasonable timeframes (7 days unless otherwise agreed);
  • guarantee that they hold all the rights over the elements they provide (texts, images, logos, videos, databases) — the client is solely responsible for compliance with copyright, image rights and the regulations specific to their industry, and indemnifies the Provider against any claim in this respect;
  • make strictly personal use of the purchased training content, without resale, redistribution or sharing without written authorisation;
  • keep accurate, up-to-date billing details.

The client is solely responsible for the legal compliance of their business, offers and pages (mandatory notices, industry regulations, claims). The Provider's recommendations do not constitute legal advice.

10Advertising budgets and third-party platforms

Unless otherwise stipulated in writing, the media budgets (Google, Meta, TikTok, LinkedIn, programmatic networks, etc.) are paid directly by the client to the platforms, on the client's own advertising accounts, of which the client remains the holder and responsible party. The Provider's fees remunerate the management and never include the media budget.

The Provider cannot be held liable for the unilateral decisions of third-party platforms: algorithm changes, advertising cost variations, ad refusals or disapprovals, account suspensions or bans, bugs, service interruptions, changes to terms of use or distribution rules, nor for the consequences of these decisions on the client's performance.

11Right of withdrawal and refunds (training courses)

For consumers, the 14-day right of withdrawal applies to online training courses only if less than 15% of the content has been consumed, the client expressly acknowledging, at the time of purchase, that they waive their right of withdrawal for digital content consumed immediately. Any request must be sent to hello@julievicart.com or contact@agence-exoa.com.

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12Liability

The Provider's liability may only be incurred in the event of proven fault in the performance of its best-efforts obligations.

It is in any event capped at the total amount excl. VAT actually received by the Provider for the service concerned during the last six (6) months preceding the triggering event.

Expressly excluded from any compensation are consequential damage : loss of revenue, margin, clientele, operations, data, rankings, image, or any consequential commercial or financial damage.

The Provider is not responsible for: content, instructions and approvals supplied by the client; interventions by the client or third parties on the deliverables after delivery; third-party services (hosts, plugins, CMS, advertising platforms, search engines and AI systems) and their evolutions; drops or variations in visibility linked to algorithm updates.

Any complaint must be notified in writing within 30 days from the triggering event, failing which it is inadmissible.

13Intellectual property

All content created or provided by the Provider (creations, developments, content, methods, training) is protected by intellectual property legislation.

The transfer of usage rights on the deliverables only takes place upon full payment of the sums due. Until full payment, the Provider remains the holder of all rights and may prohibit any exploitation of the deliverables. Unless otherwise stated in writing, the rights transferred are usage rights non-exclusive and non-transferable, for the agreed purpose; the methods, know-how, internal tools and working files remain the property of the Provider.

Unless the client objects in writing, the Provider may mention completed work as a reference (website, portfolio, social media, tenders). This right does not apply to white-label assignments, which remain confidential.

14Subcontracting and white label

The Provider may freely engage freelancers or external providers to carry out all or part of the assignments, while retaining overall responsibility for the project towards the client.

Where the Provider acts as white label for an agency client, the agency remains the sole point of contact and responsible party towards its own end client; the Provider assumes no direct obligation towards the end client.

15Term and termination of recurring services

Unless otherwise stipulated in the quote, recurring services (monthly packages, subscriptions, maintenance) are concluded for an indefinite term with a minimum initial term stated in the quote, then terminable by either party subject to a 30 days' written notice, the current monthly instalment and that of the notice period remaining due.

Termination by the client during the initial term makes the remaining monthly instalments of that initial term immediately payable. The Provider may terminate without compensation in the event of a breach by the client (non-payment, lack of cooperation, abusive behaviour) after formal notice remaining without effect for 8 days.

16Confidentiality

Each party undertakes to keep strictly confidential the information, exchanges, credentials, data and documents transmitted in the course of the services, throughout the relationship and for 3 years after its end. This obligation does not apply to public information or information whose disclosure is required by law.

17Non-solicitation

For the duration of the contractual relationship and the 12 months following its end, the client shall refrain from soliciting, poaching or directly engaging (including via a third-party company) any collaborator, employee or subcontractor of the Provider who worked on their projects, unless with prior written consent. Any breach makes payable an indemnity equal to 12 months of the gross remuneration (or billing) of the person concerned.

18Personal data

Data is processed in accordance with the GDPR. Where the Provider processes personal data on behalf of the client (campaigns, CRM, email marketing), it acts as a processor within the meaning of Article 28 of the GDPR, on the documented instructions of the client, who is the data controller. Any request for access, rectification or deletion may be sent to hello@julievicart.com or contact@agence-exoa.com. See also our privacy policy.

19Force majeure

In the event of force majeure or an event beyond its control (illness, accident, strike, outage, failure of an essential supplier, disaster, administrative decision…), the Provider may suspend or postpone the assignment without compensation. If the event continues beyond 60 days, either party may terminate the services concerned, with completed work remaining payable.

20Disputes, applicable law and acceptance

These Terms of Sale are governed by Luxembourg law. The parties shall seek an amicable solution to any dispute before taking action. Failing agreement within 30 days, the courts of the Grand Duchy of Luxembourg have exclusive jurisdiction, including for interim proceedings, notwithstanding multiple defendants or third-party claims — without prejudice to mandatory consumer protection rules.

Should any clause herein be declared void, the others shall retain their full validity. Failure to invoke a clause does not constitute a waiver of it.

Confirming an order (by quote or online purchase) constitutes full and unconditional acceptance of these Terms of Sale. The client acknowledges having received, prior to ordering, the information on the characteristics of the services, the prices and payment terms, the seller's contact details, the refund policy, the right of withdrawal (training courses) and the conditions of performance.