Article 1 — Purpose

These General Terms and Conditions of Sale constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis for the commercial relationship between the parties.

The purpose of these terms is to define the conditions under which AKWA (hereinafter the “Service Provider”), a provider of license-free electric boat rentals and organizer of experiences onshore and on the water, provides to the professional Client(s) (hereinafter the“Client(s)”) who request them, services relating to the design, organization, and execution of events (hereinafter the “Services” and the “Event”).

These terms apply, without restriction or reservation, to all Services provided by the Service Provider to its Clients, regardless of any provisions that may appear in the Client’s documents, including its general terms and conditions of purchase.

Any order for Services implies the Customer’s acceptance of these General Terms and Conditions of Sale.

The Service Provider reserves the right to deviate from certain provisions of these General Terms and Conditions of Sale, based on negotiations with the Customer, by establishing Special Terms and Conditions of Sale.

Article 2 — Customer Order

2.1 — Order Placement

A Client wishing to use the Service Provider’s services may submit a request by any means of their choosing. Following the Client’s request, the Service Provider will prepare a quote (hereinafter the “Quote”). The Quote includes the services to be provided, the location and date of service delivery, the detailed budget, and the terms of payment. The validity period of the Quote is specified in the Quote.

The Quote signed by the Customer constitutes an order (hereinafter the “Order”), which will, however, only be considered valid upon payment of the deposit as specified in Section 4.1 below.

2.2 — Customer’s Disclosure Obligations

The Client agrees to provide the Service Provider with complete and accurate information and, more generally, to notify the Service Provider of any significant developments that are necessary for the proper performance of the Services. Any changes requested by the Client will be considered, to the extent possible by the Service Provider, only if they are notified in writing and will result in the preparation of a new quote and an adjustment to the price.

In the event of specific requests from the Client that have been duly accepted in writing by the Service Provider, the associated costs will be billed separately based on a quote previously accepted by the Client. The Service Provider reserves the right to refuse any request for a specific service that it is unable to perform.

2.3 — Cancellation at the Customer’s request

In the event of cancellation—even partial—of the Order by the Customer, for any reason other than force majeure, the deposit paid shall be retained by the Service Provider and shall not be subject to any refund. This provision does not apply to catering services, which shall be payable in full if the reservation is canceled less than 48 hours before the cruise.

Any postponement of the Event date at the Client’s request will be considered a cancellation request, with the associated financial consequences. However, the Service Provider will use its best efforts to negotiate, in the Client’s best interest and subject to the availability of the various service providers, the financial consequences of the requested postponement.

In addition, the Client shall pay the Service Provider the cancellation penalties specified in the accepted Quote. The amounts due in this regard must be paid to the Service Provider immediately, after deducting any advance payments already made.

Any Service that is interrupted, shortened, or not utilized due to the Customer’s actions, for any reason whatsoever, shall not give rise to any refund of amounts already paid. The Price of the Event or Service shall under no circumstances be refunded in the event of failure to appear at the times and locations specified in the program.

2.4 — Cancellation by the Service Provider

In the event of cancellation, except in cases of force majeure, and particularly if weather conditions are unsuitable for the activity, the Parties shall consult with one another to find an alternative date.

Article 3 — Rates

Services are provided at the Service Provider’s rates in effect on the date of the Quote issued by the Service Provider and accepted by the Client. Rates are exclusive of tax. The Service Provider issues an invoice and provides it to the Client upon each provision of Services.

The Service Provider cannot guarantee the rates listed in the Quote, even if signed by the Client, if the Client fails to pay the required deposit upon placing the Order, and if, between the date the Quote is signed and the date the deposit is paid, the Services have increased in cost and can no longer be provided at the quoted rates.

Any hour that has begun is charged in full. If the delay causes a delay for subsequent clients, the Client will be responsible for any compensation fees associated with the next reservation.

Article 4 — Payment Terms

4.1 — Payment Terms

A deposit of at least 60% of the total pre-tax price of the Services ordered (hereinafter the “Price”) is required at the time the Order is placed.

The balance of the fee is due the day before the service is provided.

The Customer pays the price by bank transfer or credit card.

4.2 — Defense of Non-Performance

In the event of non-payment of the installments, and until such payment is made, the Service Provider shall not be obligated to provide the Service ordered by the Client.

4.3 — Late fees

If the Client pays the amounts due after the payment date indicated on the invoice, late payment penalties calculated by applying the interest rate used by the European Central Bank in its most recent refinancing operation, plus 10 percentage points, shall automatically and as of right be due to the Service Provider, without any formalities or prior notice.

In the event of late payment, a fixed compensation fee of forty (40) euros to cover collection costs (Art. D 441-5 of the Commercial Code) will also apply.

4.4 — No compensation

Unless the Service Provider has given its express, prior, and written consent, and provided that the mutual claims and debts are certain, liquid, and due, the Client may not validly offset any penalties for delay in the provision of the ordered Service or non-conformity with the Order, on the one hand, against the amounts owed by the Client to the Service Provider for the purchase of the Service, on the other hand.

Article 5 — Terms and Conditions for the Provision of Services

In order to provide the Services ordered, the Service Provider shall take all necessary and sufficient measures to satisfy the Client. The Services ordered by the Client shall be performed in accordance with and within the timeframes specified in the Quote accepted by the Client.

In providing the Services, the Service Provider reserves the right to work with independent contractors and subcontractors, while retaining overall management and responsibility for their performance.

Article 6 — Liability — Warranty — Insurance

6.1 — Customer Liability

The Customer is solely responsible for the information provided when placing the Order. The Service Provider shall not be held liable for any errors made by the Customer that could compromise the proper performance of the Services.

The Client acknowledges that it assumes full and sole responsibility for the choices made regarding the textual and visual content included in the Services provided by the Service Provider.

6.2 — Property Damage and Personal Effects

The Client must obtain all necessary authorizations for the Services ordered and purchase any additional coverage from their insurers. The Client is solely liable for any property damage and/or bodily injury caused by themselves, their employees, and/or their guests. The Client is fully liable for any loss, breakage, damage, or disappearance of the equipment made available to them, as well as for the costs of repair. The Client is solely responsible for any loss of their personal belongings during or at the location of the Service.

6.3 — Service Provider's Warranty

The Service Provider warrants, in accordance with applicable law, that the Services are free from any lack of conformity and any latent defects arising from a defect in the design or supply of such Services, excluding any error, negligence, or fault on the part of the Client. The Service Provider has taken out an insurance policy covering its professional liability for all Services provided.

6.4 — Limitation of Liability

The Service Provider shall only be liable in the event of proven fault or negligence, and such liability is limited to direct damages, to the exclusion of any indirect damages of any kind. The Service Provider shall in no event be held liable in the event of a delay or suspension in the provision of the Services attributable to the Client or in the event of force majeure. In any event, the Service Provider’s liability shall be limited to the amount (excluding tax) paid by the Client for the provision of the Service.

6.5 — Customer Insurance

The Client agrees to obtain an insurance policy covering its professional liability for all activities and obligations arising from the Service ordered. The Service Provider shall not be held liable for any accidents and/or damages of any kind occurring during activities carried out by one or more participants that are not included in the Event program.

6.6 — Security Deposit

A deposit of €500 per boat will be required from the Customer prior to the Service and will be refunded at the end of the Service.

Article 7 — Personal Data

Personal data collected from Customers is processed electronically by the Service Provider. It is stored in the Service Provider’s customer database and is essential for processing the order. This information is also retained for security purposes and to comply with legal and regulatory obligations. It will be retained for as long as necessary to fulfill orders and honor any applicable warranties.

The data controller is the Service Provider. Access to personal data will be strictly limited to employees authorized to process such data by virtue of their duties. The information collected may be disclosed to third parties contracted by the company to perform outsourced tasks, without the need for the Client’s authorization.

Except as set forth above, the Service Provider shall not sell, rent, transfer, or provide access to the data to third parties without the Client’s prior consent, unless required to do so for a legitimate reason. If the data is to be transferred outside the EU, the Client will be notified and informed of the safeguards put in place to protect the data.

In accordance with applicable regulations, the Customer has the right to access, correct, delete, and transfer their personal data, as well as the right to object to the processing of such data on legitimate grounds. These rights may be exercised by contacting the data controller: AKWA, 33 rue Tandou, 75019 Paris, or contact@akwa-experience.com.

Article 8 — Force Majeure

These General Terms and Conditions of Sale expressly exclude the legal regime governing unforeseeable events set forth in Article 1195 of the Civil Code for all transactions involving the provision of Services by the Service Provider to the Client. The Service Provider and the Client therefore each waive the right to invoke the provisions of Article 1195 of the Civil Code and the force majeure provisions set forth therein, undertaking to fulfill their obligations even if the contractual balance is disrupted by circumstances unforeseeable at the time of the conclusion of the sale.

Article 9 — Specific Performance

Notwithstanding the provisions of Article 1221 of the Civil Code, the Parties agree that, in the event of a breach of obligations by either Party, the Party affected by the breach may not seek specific performance.

Article 10 — Force Majeure

The Parties shall not be held liable if the failure to perform or the delay in performing any of their obligations results from a force majeure event.

In addition to those generally recognized by the case law of the Court of Cassation, the following are considered cases of force majeure: exceptional weather conditions, epidemics, pandemics, or similar events of national scope, as well as related government emergency measures; acts or omissions by a public authority; rebellions, insurrections, riots, declared or undeclared wars, strikes, sabotage, explosions, fires, lightning, floods, and other natural disasters, acts of third parties, interruptions in the supply of utilities, traffic blockages or disruptions, and incidents causing damage to the Service Provider’s facilities.

In the event of a force majeure event, each Party shall take reasonable measures to minimize any disruption. The Party that becomes aware of the event must immediately notify the other Party of its inability to perform its obligations.

If a force majeure event prevents the Service from being performed, the Event will be postponed for a maximum period of 12 months. If it is not possible to postpone the Event within this timeframe, either Party may automatically terminate the Order by registered letter with return receipt, without any compensation being due to either Party.

Any amounts paid in connection with expenses incurred and work performed by the Service Provider (site visits, project manager fees, design costs, professional fees) shall be retained by the Service Provider. With respect to amounts paid to the Service Provider’s subcontractors, the Service Provider shall use its best efforts to obtain a refund, even if only partial, in order to reimburse the Client.

Article 11 — Termination of the Service

In the event that the Client fails to fulfill its obligations, the Service Provider shall issue a formal notice to the Client, requiring it to remedy the situation, via certified mail with return receipt requested. If, within fifteen (15) days of receipt of this formal notice, the Client fails to comply, the ordered Service shall be terminated at the Client’s fault.

The Service Provider shall retain all amounts paid by the Client, without prejudice to any amounts still owed by the Client and any damages that may be claimed from the Client.

Article 12 — Disputes

Any disputes arising from these general terms and conditions of sale and any agreements resulting therefrom shall be subject to the exclusive jurisdiction of the courts in the jurisdiction where the Service Provider’s registered office is located.

Article 13 — Language of the Contract — Governing Law

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.

Article 14 — Customer Acceptance

These General Terms and Conditions of Sale are expressly agreed to and accepted by the Customer, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any conflicting document, including, in particular, their own general terms and conditions of purchase, which shall not be enforceable against the Service Provider, even if the Service Provider is aware of them.

Article 15 — Navigation, Authorities, and Operation of the Canal

The Service Provider reserves the right to modify, restrict, or cancel all or part of the cruise in the event of: a decision by an administrative authority (City of Paris, Canal Authority, Prefecture, etc.), operational constraints on the river network (locks, bridges, traffic, construction, suspension of navigation), or safety conditions deemed insufficient. The Service Provider shall not be held liable for these circumstances, which shall not give rise to any refund, but may result in a postponement or modification of the Service.

Article 16 — Weather Conditions

The Service Provider reserves the right to cancel, suspend, or modify the Service at any time in the event of adverse weather conditions or conditions that pose a safety risk (wind, rain, flooding, thunderstorms, etc.). This decision is at the sole discretion of the Service Provider. In the event of cancellation, a rescheduling will be offered subject to availability. No refund may be claimed.

Section 17 — Alcohol and Fitness to Drive

The Customer is advised that operating the boat requires the designation of a responsible operator. The operator agrees to be fully capable of operating the boat and, in particular, not to be under the influence of alcohol or any substance that impairs their abilities. The Service Provider reserves the right to deny access or terminate the Service without refund in the event of non-compliance with these rules.

Article 18 — Liability of Participants

The Customer is responsible for all participants in the Service. The Customer agrees to ensure that all participants comply with safety instructions and rules for using the equipment. Any dangerous, inappropriate, or non-compliant behavior may result in the immediate termination of the Service without refund.

Article 19 — Use of Equipment

The equipment provided (boats, gear, barbecue, accessories) must be used for its intended purpose. The Customer is solely responsible for any improper, dangerous, or unsupervised use. The Service Provider assumes no liability for any improper use of the equipment.

Article 20 — Security Deposit

A security deposit of €500 per boat (or the amount specified in the Quote) will be required prior to the Service. The Service Provider reserves the right to retain all or part of this deposit in the event of: damage to equipment, failure to comply with the rules of use, delays affecting operations, or necessary cleaning or repairs. The deposit does not constitute a limit on liability: the Service Provider reserves the right to claim higher amounts in the event of damages exceeding the amount of the deposit.

Article 21 — Customer Delay

Any delay on the part of the Client will result in a corresponding reduction in the duration of the Service, without compensation or refund. If such a delay affects subsequent bookings, the Client may be billed for any losses incurred by the Service Provider as a result of the delay.

Article 22 — No Refund

No refund will be provided in the event of: the Customer’s failure to show up, the Customer’s tardiness, interruption of the Service due to the behavior of the Customer or their guests, or changes to the route or duration for safety or operational reasons.

Article 23 — Limitation of Liability

The Service Provider is bound only by an obligation of means. Its liability is strictly limited to direct damages and shall in no event exceed the pre-tax amount of the Service ordered.

Article 24 — Right of Publicity and Communication

Unless the Client provides written objection prior to the Service, the Service Provider reserves the right to use photos or videos taken during the Service for commercial and institutional communication purposes (website, social media, marketing materials).