General Conditions of Sale

Preamble

These General Conditions of Sale (hereinafter “CGV”) govern all support services for individual house construction projects offered by AREPO HOUSE LIMITED (hereinafter “the Company” or “the Service Provider”), a company incorporated under British law registered under number 15874986, whose head office is located at 3rd Floor, 86-90 Paul Street, London EC2A 4NE, United Kingdom.

These General Terms and Conditions apply to the exclusion of all other conditions, unless otherwise agreed in writing by both parties.

Signing a service contract with the Company implies full acceptance of these General Terms and Conditions.

Article 1: Purpose and nature of the services

1.1 Nature of services

The Company offers support, consultancy and design office services for individual house construction projects. These services include:

• Architectural design and technical plans
• Administrative assistance with filing building permits
• Supply of technical files (plans, DWG, descriptions)
• Orientation towards qualified manufacturing partners
• Coaching and support over the duration defined in the contract
• Proposal of patented technical solutions

1.2 Nature of the obligation

The Company's services constitute an OBLIGATION OF MEANS, and not an obligation of results. The Company undertakes to implement all means necessary for the proper execution of contractual services, without guaranteeing:

• Obtaining bank financing
• The actual completion of the work by the Client
• The final choice of a construction company by the Client
• Administrative investigation delays beyond its control
• Decisions of third parties (banks, administrations, notaries, sellers)

1.3 Express exclusions

The Company IS NOT:

• A Builder of Individual Homes (CMI) within the meaning of articles L.231-1 et seq. of the French Construction and Housing Code
• A complete project manager responsible for site management
• A financial institution or credit broker
• A real estate developer
• A manufacturer of building materials

Consequently, the Company cannot be held responsible for the failure of the project attributable to third parties or to circumstances outside its control.

Article 2: Price and payment terms

2.1 Price of services

The Company's fees are contractually fixed and may include:

• An initial deposit at the start of the mission
• Payments staggered according to the progress of services
• A percentage of the amount of work (if applicable)

The prices indicated are exclusive of taxes unless otherwise stated.

2.2 Payment terms

Payments are made according to the schedule defined in the service contract, by bank transfer or any other agreed means. Any late payment will automatically result in and without prior notice:

• Immediate payment of all sums due
• Late payment penalties at a rate of 3 times the legal interest rate in force
• A fixed compensation for recovery costs of at least €40
• Suspension of current benefits until full regularization

2.3 Additional services

Any service not provided for in the initial contract and requested by the Customer will be subject to an additional quote and additional invoicing.

Article 3: Reimbursement conditions

3.1 General principle

The sums paid for services actually provided by the Company are NOT refundable, except in the restrictive cases provided for in article 3.2.

3.2 Case of reimbursement (CUMULATIVE conditions)

A total or partial refund can ONLY be considered if the following CUMULATIVE conditions are met:

A. Failure to obtain bank financing:

• The Client must provide AT MINIMUM THREE written, dated and justified loan refusals, from different banking establishments
• These refusals must be attributable EXCLUSIVELY AND DIRECTLY to the technical solution proposed by the Company
• The Client must have requested the partner broker recommended by the Company in the contract
• Refusals must be AFTER obtaining the building permit

B. Refusal of building permit:

• The building permit must have been definitively REFUSED by the competent administrative authority
• This refusal must be attributable EXCLUSIVELY to the technical solution proposed by the Company
• The Client must provide the official refusal decision with detailed motivation.

C. Technical non-feasibility of the project:

• The technical impossibility must be established by contradictory expertise from an independent third party (architect, structural design office)
• This impossibility must be attributable to the solution proposed by the Company and not to the constraints of the land, the PLU, or the Customer's budget.

D. Inability to offer a suitable house:

• The Company must be absolutely unable to propose a design that complies with the specifications validated by the Client
• This incapacity must be noted before filing the building permit.

3.3 Reimbursement exclusions

No refunds will be granted in the following cases (non-exhaustive list):

• Voluntary renunciation of the Client from the project for personal reasons
• Bank refusal attributable to the Client's personal financial situation
• Loss of land for reasons independent of the Company
• Client's refusal to proceed with the proposed construction company, without legitimate reason
• Administrative delays beyond the control of the Company
• Changes in the regulatory, fiscal or economic context following signature
• Requests for additional documents by the administration
• Change of mind of the Customer during the service

3.4 Reimbursement request procedure

Any request for reimbursement must be made by registered letter with acknowledgment of receipt, accompanied by all the supporting documents establishing that the conditions of article 3.2 have been met. The Company has 30 days to study the request and notify its reasoned decision.

Article 4: Customer Obligations

4.1 Provision of information

The Client undertakes to provide the Company, within the set deadlines, with all the information, documents and elements necessary for the proper execution of the services:

• Information on the land (cadastral situation, easements, PLU, etc.)
• Precise and definitive specifications
• Administrative documents required
• Responses to requests from the Company within a maximum of 15 days

Any delay attributable to the Customer in the supply of these elements suspends the contractual execution times without incurring the liability of the Company.

4.2 Use of recommended partners

Le Client s'engage à solliciter en priorité les partenaires (courtiers, entreprises, fournisseurs) recommandés par la Société dans le contrat. Le non-respect de cette clause prive le Client de toute garantie relative au financement ou à la réalisation du project.

4.3 Insurance

The Client undertakes to take out, as project owner, structural damage insurance before the start of the work, in accordance with the applicable legal provisions.

4.4 Confidentiality

The Client undertakes not to disclose to any third party the technical elements, plans, catalogs, or know-how provided by the Company, under penalty of prosecution for unfair competition and infringement of intellectual property.

Article 5: Intellectual property

5.1 Ownership of rights

All plans, designs, technical documents, catalogs, presentations, logos, brands and any element created or provided by the Company remains its exclusive intellectual property.

5.2 User license

The Company grants the Client a non-exclusive, non-assignable and non-transferable license of use, strictly limited to the completion of his personal construction project. Any use for commercial purposes, reproduction, distribution or communication to third parties is strictly prohibited without prior written authorization from the Company.

5.3 Sanctions

Any violation of the Company's intellectual property rights exposes the Client to legal proceedings and the payment of damages.

Article 6: Liability and guarantees

6.1 Limitation of liability

The Company's liability is strictly limited to the services it performs directly. The Company cannot be held responsible:

• Acts, omissions or failures of third parties
• Decisions from administrations or courts
• Administrative investigation deadlines beyond its control
• Failure to obtain bank financing
• Loss of land for external reasons
• Indirect damage, operating losses, loss of profit, loss of opportunity, commercial or image damage

6.2 Capping of liability

In any event, the Company's total liability, all damages combined, may not exceed the total amount of fees actually paid by the Client under the contract in question.

6.3 Force majeure

The Company cannot be held responsible in the event of non-performance or delay resulting from a case of force majeure as defined by French case law. The following are considered to be force majeure: natural disasters, wars, riots, strikes, epidemics, pandemics, unforeseeable legislative or regulatory changes, failures of telecommunications networks, cyberattacks.

Article 7: Confidentiality and personal data

7.1 Confidentiality

The parties mutually undertake to keep all information exchanged within the framework of the execution of the contract strictly confidential. This obligation of confidentiality remains in force for the entire duration of the contract and for a period of 5 years after its termination.

7.2 Personal data

The Customer's personal data is collected and processed in accordance with the General Data Protection Regulation (GDPR - EU 2016/679) and the UK Data Protection Act 2018. The Customer has a right of access, rectification, erasure, limitation of processing, portability and opposition to their personal data.

To exercise these rights: hello@s1gularis.com

Article 8: Termination

8.1 Termination by the Customer

The Customer may terminate the contract at any time by registered letter with acknowledgment of receipt. In the event of unilateral termination by the Customer:

• The sums already paid remain acquired by the Company in respect of the services already provided.
• The Client must pay termination compensation equal to 30% of the sums remaining due under the contract.
• Costs incurred by the Company (orders for materials, architect's fees, etc.) will be invoiced to the Client

8.2 Termination by the Company

The Company may terminate the contract automatically, without compensation and without notice, in the event of:

• Customer's non-payment persists 30 days after formal notice remains unsuccessful
• Serious breach by the Client of its contractual obligations
• Abusive, threatening or defamatory behavior of the Client towards the Company or its partners
• Inability to continue providing services for reasons beyond the control of the Company

In this case, the amounts already paid remain with the Company.

Article 9: Dispute resolution

9.1 Mandatory prior mediation

In accordance with article L.612-1 of the French Consumer Code (if applicable), and in the interest of amicable resolution of disputes, the parties undertake, before any litigation action, to attempt to resolve their dispute through mediation. The party wishing to initiate mediation must inform the other party by registered letter with acknowledgment of receipt. The parties have 60 days from this notification to appoint a mediator by mutual agreement and initiate the mediation process. Mediation costs are shared equally between the parties, unless otherwise agreed.

9.2 Applicable law

These General Terms and Conditions and the service contracts are governed by English Law. In the event of a dispute with a French consumer, the protective provisions of French consumer law may apply.

9.3 Jurisdiction

Unless there is a specific jurisdiction clause provided for in the service contract, any dispute relating to the interpretation or execution of these General Terms and Conditions falls under the jurisdiction of the courts of the place of performance of the services or the domicile of the defendant. For contracts concerning construction projects in France, the competent jurisdiction will be, unless otherwise agreed in the contract, that of the location of the land or the filing of the building permit.

Article 10: General provisions

10.1 Entire contract

These General Terms and Conditions, as well as the service contract signed between the parties, constitute the entire agreement between the Company and the Customer. They cancel and replace any proposal, correspondence, or prior agreement, written or oral.

10.2 Modification of the General Terms and Conditions

The Company reserves the right to modify these General Terms and Conditions at any time. The applicable General Terms and Conditions are those in force on the date of signature of the service contract. Any subsequent changes will not affect currently executed contracts.

10.3 Partial nullity

If one or more stipulations of these General Terms and Conditions are held to be invalid or declared such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain their full force and scope.

10.4 Waiver

The fact that one of the parties does not take advantage of a failure by the other party to comply with any of the obligations referred to in these General Terms and Conditions cannot be interpreted as a waiver of the right to subsequently take advantage of such a failure.

10.5 Transfer

The Client may not assign, transfer or subcontract all or part of its rights or obligations under the contract without the prior written consent of the Company.

10.6 Language

These General Terms and Conditions are written in French. In the event of translation, only the French version is authentic.

Article 11: Acceptance of the General Conditions of Sale

Signing a service contract with AREPO HOUSE LIMITED implies full, complete and unreserved acceptance of these General Conditions of Sale. The Customer acknowledges having read these General Terms and Conditions, having understood them, and accepted them in full.