Terms of sale

Version 0.7 of 29 September 2026 (draft, under legal review).

This English version is a translation; the French version prevails.

1. Purpose and scope

These terms of sale (the "Terms of Sale") govern the provision by MAKETOOLS SAS, 149 avenue du Maine, 75014 Paris, RCS Paris 990 247 603, VAT FR63 990 247 603 ("Maketools"), of access to the Maketools platform (the "Service") to customer organisations (the "Customer"), whatever the chosen plan: Free, Plus, Pro or Enterprise.

The Service is reserved for professionals. By subscribing, the Customer declares that it is acting for the purposes of its professional activity; the Terms of Sale do not apply to consumers.

The Terms of Sale prevail over the Customer's general terms of purchase. The terms of use (Terms of Use) apply to all users of the Service, including the Customer's members.

Contractual documents

The contract consists of the following, in decreasing order of precedence:

1. the signed order form or contract, for the Enterprise plan, and the accepted quotation for a custom service (article 4.4), for everything they govern;
2. the data processing agreement (DPA);
3. these Terms of Sale;
4. the Terms of Use;
5. the Service documentation (description of the plans and their limits).

2. Definitions

Terms defined in the Terms of Use (in particular Public game, Private game and Fork) have the same meaning here. In addition:

• Plan: Free, Plus, Pro or Enterprise, with the features and limits described in article 3 and in the plans documentation on the date of subscription.
• Subscription: the paid subscription to the Plus plan or the Pro plan, monthly or annual.
• Billing period: one month or one year, depending on the Subscription, from its subscription date.
• Active member: a member of the Customer's Organisation who has signed in to the Service, or played one of its games, during the Billing period.
• Seat: the billed unit of the Plus and Pro plans, corresponding to one Active member (article 5.3).
• Online private game: a deployed and active (not archived) Fork with Organisation or Restricted visibility.
• Public play: a game session started by a player on a Public game of the Organisation, previews excluded.
• Customer portal: the billing portal hosted by Stripe, our payment provider, accessible from the Organisation's Plan and billing screen.

3. Plans

The Owner who creates the Organisation counts among its members.

3.1 Public games

A Public game can be played by anyone, without an account. It is free on every plan: it never takes up an Online private game place, and its anonymous players are never Seats.

Each Public game, like each catalogue demo, opens with a Maketools welcome screen (logo, presentation of the Service and a QR code to the maketools.ai website). This screen is part of the Service; at the date hereof, it can be neither removed nor hidden, whatever the plan. It never appears in the editor or in the preview.

On the Free plan, the Organisation has 1,000 Public plays per calendar month, counted in Coordinated Universal Time (UTC). Beyond that, new sessions on its Public games are refused until the 1st of the following month (UTC); sessions already started can be finished. Catalogue demos and previews are not counted.

A Public game cannot be distributed through a SCORM package: SCORM export is reserved for Private games, whose learners each play with their member account of the Organisation and count as a Seat (article 5.3). A package generated for a Private game stops launching the game for as long as that game is made public.

3.2 Changes to the plans

Maketools may change the content of the plans. An unfavourable change to a current paid plan is notified under the conditions of article 15.

4. Subscription

4.1 Free plan

The Free plan applies as soon as an Organisation is created, without payment or minimum term.

4.2 Plus and Pro plans

An Owner of the Organisation subscribes to the Plus plan or the Pro plan, monthly or annually, from the Plan and billing screen, then on Stripe's secure payment page (Stripe Checkout). There, they enter the Customer's billing address (mandatory) and, where applicable, its company name and intra-EU VAT number. The Owner declares that they are authorised to bind the Customer.

The contract is formed upon confirmation of payment; the Customer receives an invoice by email and finds it in the Customer portal and on the Plan and billing screen.

4.3 Enterprise plan

The Enterprise plan is subscribed on quotation, by a signed contract. Maketools activates it on the Customer's Organisation; it then takes precedence over any Subscription. It includes the features of the Pro plan and, as provided for in the contract:

• games custom-made by Maketools for the Customer, added to the catalogue without being visible to other organisations, and granted to the Customer's Organisation only;
• the customisation of its Forks by the Maketools team. To this end, the Customer invites the designated Maketools staff into its Organisation, with the Editor role; it keeps control over their access and may withdraw it at any time. They act on behalf of the Customer, within the framework of the DPA.

The Enterprise contract sets its own terms (price, term, service levels, rights over custom-made games); it prevails over the Terms of Sale for everything it governs. The Terms of Sale apply for the rest.

4.4 Custom services

Whatever its plan, the Customer may order a custom service from Maketools: the design of a new game, or the adaptation of a catalogue game to its needs (content, rules, visual universe, languages). The request is made from the Custom game button of the Service or by email; it does not bind the Customer.

Maketools sends the Customer a quotation specifying the service, its price (from €5,000 excluding VAT at the date hereof), its schedule, the deliverables, the acceptance steps and the rights over the delivered game. The service is formed by the written acceptance of the quotation. It is governed by the accepted quotation and its specific conditions, which prevail over the Terms of Sale for everything they govern; the Terms of Sale apply for the rest.

The custom service is separate from the Subscription: it is invoiced separately, according to the payment schedule of the quotation, and changes neither the price, nor the term, nor the limits of the Customer's plan. The delivered game is made available to the Customer's Organisation as in article 4.3 (a game granted to its Organisation only, or the customisation of its Forks); its distribution remains subject to the limits of the Customer's plan, in particular the number of online Private games.

For an Enterprise Customer, custom-made games are included in the Enterprise contract under the conditions it provides; any service beyond that is subject to a quotation.

5. Prices

5.1 Rates

Prices are expressed in euros and exclusive of taxes (excl. VAT). At the date hereof:

The annual rate corresponds to ten months of the monthly rate (two months free).

The prices displayed on the website and in the Service at the time of subscription are authoritative. The applicable price is then the one shown on the payment page, then on the invoices.

5.2 Taxes

VAT and other applicable taxes are added to the prices excl. VAT. They are calculated automatically by Stripe (Stripe Tax), according to the Customer's country and status, based on the billing address and VAT number it provides:

• a Customer established in France pays French VAT;
• a taxable Customer established in another Member State of the European Union that provides a valid intra-EU VAT number is invoiced exclusive of VAT, under the reverse-charge mechanism (Article 196 of Directive 2006/112/EC): it accounts for the VAT due in its own country, and the invoice states this;
• in other cases, the applicable tax is calculated according to the rules of the Customer's country.

The Customer is responsible for the accuracy of its billing address and VAT number.

5.3 Seats

A Seat corresponds to an Active member of the Billing period:

• the Owner who created the Organisation, and any other Owner, takes up a Seat as soon as they are active, like any member;
• anonymous players of Public games are never Seats, nor is a person who is not a member of the Organisation;
• a learner who launches a Private game from the Customer's learning platform (LMS) through a SCORM package is a signed-in member: they are a Seat as soon as they play;
• an Active member who leaves the Organisation remains a Seat for the current Billing period.

The number of Seats is adjusted each day to the number of Active members in the current Billing period:

• if there are more Active members than Seats, the Seats increase immediately; the difference is invoiced immediately, pro rata to the remaining duration of the period;
• if there are fewer Active members than Seats, the Seats do not decrease during the period: on renewal, they are brought down to the number of Active members in the elapsed period;
• the Subscription always counts at least one Seat.

Details and examples are given in the "Seats and active members" documentation.

5.4 Price revision

Maketools may revise its prices. Any increase is notified to the Customer by email at least 30 days before the renewal date on which it applies. A Customer who refuses it may terminate its Subscription before that date, free of charge.

6. Invoicing and payment

6.1 Terms

The Subscription is payable in advance, at the start of each Billing period, by the payment methods offered by Stripe. Seats added during the period, and changes of plan or billing interval (article 8), are invoiced on the date of the change.

Maketools neither receives nor stores the Customer's card data or bank details: they are processed by Stripe.

6.2 Invoices

Invoices are issued by Maketools electronically, through Stripe. The Customer finds them, with their PDF version, in the Customer portal and in the Invoices section of the Plan and billing screen (number, date, amounts excl. VAT, VAT and incl. VAT, status).

Invoices bear the mandatory business-to-business particulars (Article L. 441-9 of the French Commercial Code (Code de commerce)), in particular the due date, the rate of late payment penalties, the fixed recovery fee of €40, and the absence of any discount for early payment.

6.3 Billing information

The Customer manages in the Customer portal its company name, billing address, VAT number, billing email and phone number, and payment method. It is responsible for their accuracy and for keeping them up to date. A change applies to subsequent invoices; to have an invoice already issued corrected, the Customer writes to charlotte@maketools.ai.

6.4 Late payment or non-payment

If a payment fails, Stripe retries it. The Customer keeps its plan for 7 days after the first failure. After this period, the Organisation moves to the limits of the Free plan, without loss of data (article 8.3), until payment.

Any sum unpaid when due bears, automatically and without formal notice, late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, as well as a fixed recovery fee of €40 (Articles L. 441-10 and D. 441-5 of the French Commercial Code (Code de commerce)). No discount is granted for early payment.

7. Term, renewal and termination

7.1 Term and renewal

The Subscription is entered into for the chosen Billing period (one month or one year). It is tacitly renewed for an identical period, unless terminated.

7.2 Termination by the Customer

The Customer may terminate its Subscription at any time from the Customer portal. Termination takes effect at the end of the current Billing period; the period that has started remains due and is not refunded, unless otherwise provided by law. The Organisation then moves to the Free plan (article 8.3).

Deleting the Organisation immediately ends the Subscription, without refund of the current period, and results in the erasure of its data (article 10.3).

7.3 Termination for breach

In the event of a serious breach by a party of its obligations, not remedied 30 days after a formal notice sent by email or registered letter, the other party may terminate the contract as of right, without prejudice to damages. Maketools may suspend access without notice in the event of a serious risk to the security of the Service or its users.

7.4 Enterprise plan

The term, renewal and termination of the Enterprise plan are set by the signed contract.

8. Change of plan

8.1 Moving to a higher plan

Moving from Free to Plus or Pro takes effect upon confirmation of payment; moving to Enterprise upon its activation by Maketools.

8.2 Changes from the Customer portal

The Customer switches from the Plus plan to the Pro plan, and vice versa, or from monthly to annual billing, and vice versa, from the Customer portal. The change takes effect under the conditions shown by the Customer portal before it is confirmed; the price difference is calculated pro rata to the remaining duration of the Billing period, and invoiced or credited against subsequent invoices.

8.3 Moving to a lower plan

When moving to a lower plan (from Pro to Plus, termination, non-payment beyond the period of article 6.4, end of an Enterprise contract), no data is deleted. The limits of the new plan apply:

• Online private games beyond the limit of the new plan are suspended: those deployed longest ago remain playable, the others can no longer be played or redeployed, until the Customer moves to a higher plan or frees a place (withdrawing a deployment or archiving a Fork);
• Public games are never suspended on this ground; on the Free plan, the Public plays limit of article 3.1 applies again;
• features reserved for the higher plan (PDF reports, single sign-on, SCORM, xAPI, public API) are no longer available;
• existing members remain in the Organisation; new arrivals beyond the member limit of the new plan are refused.

9. Maketools' obligations

Maketools undertakes to:

• provide the Service in accordance with its documentation, with the care of a professional (obligation of means);
• host data in the European Union and protect it with the security measures described in the trust center and in Annex 2 of the DPA;
• provide support by email (charlotte@maketools.ai) on working days, within a reasonable time; the service levels specific to the Enterprise plan are set by the signed contract;
• inform the Customer, where possible, of planned maintenance.

Unless otherwise agreed in an Enterprise contract, Maketools does not guarantee a specific availability rate.

10. Customer's obligations and data

10.1 Customer's obligations

The Customer undertakes to:

• provide accurate and up-to-date billing information (article 6.3);
• ensure that its members comply with the Terms of Use, and keep control over the roles and access of its Organisation (in particular Owners and Admins);
• ensure that Customer Content is lawful, in particular that of its Public games, accessible to everyone without an account, and what it projects in presenter mode;
• as controller of its players' data, have a legal basis, inform its players (in particular of the named reporting mode) and comply with the DPA.

10.2 Customer data

The Customer remains the owner of Customer Content and of its players' data. Maketools processes them solely to provide the Service, in accordance with the DPA.

10.3 Reversibility and erasure

Throughout the term of the contract, the Customer may export its reports (CSV, and PDF depending on the plan) and each user may export their account data. When the Organisation is deleted, its data is erased from all services of the Service, then from backups at the end of their rotation cycle, under the conditions of the DPA. It is the Customer's responsibility to carry out any useful exports before this deletion.

11. Intellectual property

The Service, the games, the game engine and the Maketools brand remain the property of Maketools, including games custom-made for a Customer (articles 4.3 and 4.4), unless otherwise stipulated in the signed contract or the accepted quotation. For the term of the contract, Maketools grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Service for its own needs, including to distribute its customised games to the persons it authorises (members, the public, learners in its LMS).

The Customer grants Maketools the licence over Customer Content provided for in article 7.2 of the Terms of Use. Maketools only cites the Customer's name or logo as a commercial reference with its prior written consent.

12. Confidentiality

Each party keeps confidential the non-public information received from the other party in connection with the contract (commercial terms, technical information, Customer data) and uses it only for the performance of the contract. This obligation lasts for the term of the contract and 5 years after its end. It does not cover information that is public, already known, lawfully obtained from a third party or whose disclosure is required by law or by an authority.

13. Liability

Each party is liable for the direct damage it causes to the other through a breach of its obligations. Neither party is liable for indirect damage, such as loss of revenue, profits, customers or reputation.

Except in the event of gross negligence or wilful misconduct, personal injury, or breach of the confidentiality obligations, Maketools' total liability under the contract, for all causes combined, is limited to the sums paid by the Customer for the Service during the 12 months preceding the event giving rise to liability, or, for a Customer on the Free plan, to one hundred (100) euros.

14. Force majeure

Neither party is liable for a delay or failure to perform due to a case of force majeure within the meaning of Article 1218 of the French Civil Code (Code civil). If the impediment lasts more than 30 days, either party may terminate the contract in writing, without compensation.

15. Changes to the Terms of Sale

Maketools may change the Terms of Sale. Any change unfavourable to the Customer is notified by email at least 30 days before it takes effect and applies from the following renewal. A Customer who refuses it may terminate its Subscription before that date, free of charge.

16. Miscellaneous

• Subcontracting: Maketools may use subcontractors; for personal data, under the conditions of the DPA.
• Assignment: the Customer may not assign the contract without the written consent of Maketools. Maketools may assign it to a company that takes over its business, informing the Customer.
• Independence: the parties are independent contractors.
• Partial invalidity: if a clause is held to be void, the other clauses remain applicable.
• Language: the French version prevails.

17. Governing law and disputes

The contract is governed by French law. The parties first seek an amicable solution, for 30 days from the written notification of the dispute. Failing that, any dispute falls within the exclusive jurisdiction of the Paris Commercial Court (tribunal de commerce de Paris), including in the case of summary proceedings, third-party claims or multiple defendants.

18. Contact

MAKETOOLS SAS, 149 avenue du Maine, 75014 Paris, France. charlotte@maketools.ai.