General Terms and Conditions of Sale and Service

Art. 01Identification of the Parties

These General Terms and Conditions of Sale and Service (hereinafter the "T&Cs") govern all contractual relations between:

The Service Provider and the Client being hereinafter referred to individually as a "Party" and collectively as the "Parties".

Art. 02Purpose and acceptance of the T&Cs

The purpose of these T&Cs is to define the conditions under which the Service Provider provides its services to the Client. They apply to all services performed by Codesia, unless expressly waived in the special conditions of the service contract signed between the Parties.

Any order for a service implies the Client's full and unreserved acceptance of these T&Cs. This acceptance is formalised by signing the service contract, to which these T&Cs are appended or expressly referenced.

These T&Cs prevail over any document issued by the Client, except for special conditions expressly accepted by the Service Provider in a service contract signed between the parties. In the event of a contradiction between these T&Cs and the special conditions of the service contract, the latter prevail.

Art. 03Description of the services

3.1 — General scope

The Service Provider offers consulting, design, deployment and support services for automation solutions incorporating, in particular, artificial intelligence technologies, intended to optimise the Client's operational processes. These services are organised around three distinct categories (detailed respectively in Articles 3.2, 3.3 and 3.4 of these T&Cs), which may be contracted independently or jointly.

3.2 — Operational assessment

The operational assessment is an analysis service carried out on site, at the Client's premises, lasting 2 hours, with the option of extending the session to half a day at no additional cost. Its purpose is to understand the Client's technical environment, working methods and operational constraints. It includes observing existing business processes, talking with the teams concerned and identifying relevant automation opportunities.

The intervention date is set out in the service contract for the operational assessment. The intervention is confirmed by the Service Provider upon receipt of the payment provided for in article 6.3 of these T&Cs.

The Client undertakes to provide the Service Provider with the conditions necessary for the proper conduct of the assessment, and in particular: access to its premises, the availability of the contacts concerned by the processes analysed, and access to the relevant tools and information systems.

The Service Provider undertakes to comply with the security and internal operating rules communicated by the Client prior to the intervention.

At the end of the assessment, the Service Provider sends the Client, within twelve (12) hours, a commercial proposal together with a detailed service contract specifying the scope of the recommended automations, the expected deliverables, the delivery times and the corresponding price.

The operational assessment is a standalone service, invoiced separately. It does not commit either the Service Provider or the Client to continuing the contractual relationship beyond this phase.

3.3 — Design and deployment of automations

The design and deployment service begins on the date the Client signs the service contract and the deposit provided for in article 5.2 of these T&Cs.

This service covers the design, development, configuration and deployment of custom automations, tailored to the Client's processes and tools. It includes the transfer of skills necessary for the Client's teams to take ownership of the solutions, in accordance with the requirements of Article 4 of the European Regulation on artificial intelligence (AI Act).

The Service Provider designs and deploys the automations in accordance with the functional specifications defined in the service contract signed between the Parties. The functional specifications, the expected deliverables, the delivery times and the conformity criteria for each automation are defined in the service contract signed between the Parties, which constitutes the special conditions of the assignment.

Any change to the scope or specifications requested by the Client during performance is subject to a written amendment specifying any impact on the timeline and the price.

The Service Provider keeps the Client informed of the progress of the work in accordance with the terms agreed in the special conditions of the service contract. It alerts the Client without delay to any difficulty likely to affect the scope, timeline or quality of the deliverables, in accordance with its duty to advise and to warn.

Delivery is documented in an acceptance report signed by the Client, certifying that the deliverables comply with the contractual specifications. Any reservations are recorded in this report and handled under the conditions provided for in article 10 of these T&Cs.

3.4 — Post-deployment support

Post-deployment support is an optional service, taken out in the form of a monthly subscription, which takes effect on the date the acceptance report is signed and continues for an indefinite period, unless terminated under the conditions provided for in article 17 of these T&Cs.

As part of the post-deployment support, the Service Provider provides:

• coverage of the usage costs of the artificial intelligence providers used for the deployed automations;
• a functional conformity guarantee that the automations meet the specifications described in the contract, including the correction of any malfunction, bug or service interruption at no extra cost, with acknowledgement within twenty-four (24) hours and handling within seventy-two (72) hours of the report;
• ongoing support for the users named in the list appended to the service contract in the daily use of the deployed solutions;
• ongoing technology monitoring of the artificial intelligence models available on the market. The Service Provider regularly informs the Client of significant developments (new models, performance improvements, pricing changes) and shares its analysis of whether a migration is relevant given the Client's operational context. The actual migration to a new model only takes place at the Client's express request, subject to compatibility with its technical environment and the requirements it has expressed regarding data localisation or choice of provider.

Malfunction reports are sent by the Client to the Service Provider by email to the address communicated for this purpose in the post-deployment support contract.

The termination conditions, service levels (SLAs) and any usage limits applicable to the post-deployment support are specified in the post-deployment support contract signed between the Parties.

Art. 04Pricing and price terms

4.1 — Setting prices

The Service Provider's services are priced on a case-by-case basis, according to the nature, complexity and scope of each assignment. The applicable prices are those set out in the service contract signed between the Parties, which constitute the special conditions of the assignment.

The operational assessment is charged at a flat rate, specified in the service contract and communicated to the Client prior to the intervention.

Design and deployment services are invoiced at a fixed price per automation, as detailed in the service contract sent to the Client at the end of the operational assessment.

Post-deployment support is invoiced as a monthly subscription, the amount of which is defined in the post-deployment support contract signed between the Parties.

4.2 — Currency and taxes

Prices are expressed in euros and stated exclusive of tax (excl. VAT). The amount of applicable VAT, or a note of its exemption where relevant, is specified on each service contract and each invoice in accordance with the regulations in force.

4.3 — Price revision

The prices agreed in a signed service contract are firm and final for the duration of the assignment concerned. They may only be revised with the written agreement of both Parties, formalised by an amendment to the service contract.

For post-deployment support services, the Service Provider reserves the right to revise the monthly subscription amount once a year, on the anniversary date of the contract. Any revision is notified to the Client in writing with a minimum of thirty (30) days' notice. If the Client refuses the price revision, it may terminate the post-deployment support contract under the conditions provided for in article 17 of these T&Cs.

4.4 — Validity and acceptance of the service contract

Unless otherwise stated, any service contract issued by the Service Provider is valid for thirty (30) days from its date of issue.

The Client's signature of the service contract binds both Parties and entails full and unreserved acceptance of these T&Cs.

Art. 05Payment terms

5.1 — Payment methods

The Service Provider's services are payable by bank transfer to the account whose details appear on each invoice issued by the Service Provider.

5.2 — Payment schedule

The operational assessment is invoiced in full upon signing the contract, prior to the on-site intervention.

Design and deployment services are invoiced according to the following schedule, unless otherwise provided in the special conditions of the service contract:

• a deposit of fifty percent (50%) of the total amount excluding tax upon signing the service contract, which binds both Parties;
• the balance of fifty percent (50%) upon the Client's signing of the acceptance report.

Post-deployment support services are invoiced monthly, in advance, from the effective date of the post-deployment support contract.

5.3 — Payment terms

Unless otherwise provided in the special conditions, invoices are payable within thirty (30) days of their date of issue, in accordance with Article L.441-10 of the French Commercial Code.

5.4 — Late-payment penalties

In accordance with Article L.441-10 of the French Commercial Code, any late payment automatically gives rise, without the need for any formal notice, to late-payment penalties calculated on the basis of a rate equal to three times the statutory interest rate in force on the due date of the invoice concerned.

These penalties run from the day after the due date shown on the invoice until the date the Service Provider receives payment in full.

5.5 — Fixed recovery indemnity

In accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, any late payment automatically gives rise to a fixed recovery-cost indemnity of forty (40) euros. This indemnity is due per overdue invoice, without prior formal notice.

Where the recovery costs actually incurred by the Service Provider exceed this fixed amount, the Service Provider reserves the right to claim additional compensation upon presentation of supporting documents.

5.6 — Suspension of services

In the event of a late payment of more than fifteen (15) days after an unanswered written reminder, the Service Provider reserves the right to suspend the performance of any ongoing service, including post-deployment support, until the amounts due are paid in full, without such suspension giving rise to any compensation for the Client.

The suspension of services does not release the Client from its obligation to pay the amounts due.

5.7 — No early-payment discount

No discount is granted for early payment.

Art. 06Deposit and invoicing

6.1 — Issuing of invoices

The Service Provider issues an invoice for each payment due date provided for in article 5 of these T&Cs or, where applicable, according to the schedule defined in the special conditions of the service contract.

Each invoice is sent to the Client electronically to the email address provided by the Client when the contract was concluded. The Client undertakes to inform the Service Provider of any change to this address within forty-eight (48) hours.

6.2 — Mentions obligatoires

Invoices issued by the Service Provider include all the mandatory information required by Articles L.441-9 et seq. of the French Commercial Code and Articles 289 et seq. of the French General Tax Code, and in particular: the identity and contact details of the Service Provider and the Client, the Client's SIREN number, the date of issue, the invoice number, the precise description of the service performed, the nature of the transaction (provision of services), the amount excluding tax, the rate and amount of applicable VAT or a note of its exemption, the total amount including all taxes and the payment due date.

6.3 — Invoicing of the operational assessment

The operational assessment is the subject of a single invoice issued upon signing the contract, prior to the on-site intervention. The intervention dates are scheduled by mutual agreement and formalised in the contract. The actual start of the service is conditional upon receipt of payment of the associated invoice.

6.4 — Invoicing of design and deployment services

Design and deployment services are invoiced in accordance with the schedule defined in article 5.2 of these T&Cs or according to the specific terms provided in the special conditions of the service contract.

6.5 — Invoicing of post-deployment support

Post-deployment support services are the subject of a monthly invoice issued on the first business day of each calendar month, corresponding to the upcoming period. The first invoice is issued on the effective date of the post-deployment support contract and covers, where applicable, the period remaining until the end of the current calendar month, on a pro rata temporis basis.

6.6 — Disputing an invoice

Any dispute relating to an invoice must be notified by the Client to the Service Provider in writing, with reasons and details, within fifteen (15) days of the date of receipt of the invoice concerned. After this period, the invoice is deemed accepted.

Disputing an invoice does not release the Client from paying the undisputed invoices or the undisputed portion of the invoice in question.

6.7 — Electronic invoicing

In accordance with the regulations in force on electronic invoicing, the Service Provider complies with the obligations to receive and issue electronic invoices according to the applicable legal timetable. The Parties agree to cooperate to set up the exchange of invoices via the platforms approved by the tax authorities, where applicable.

6.8 — Retention of invoices

The Service Provider retains all invoices issued for a period of ten (10) years in accordance with Article L.123-22 of the French Commercial Code. The Client is subject to the same retention obligations for the invoices it receives.

Art. 07Performance terms

7.1 — Discovery call

Prior to any service, the Service Provider offers the Client a discovery call intended to understand its challenges and operational environment and to assess whether integrating artificial intelligence makes sense in its context. This call is free and without commitment for the Client. It does not constitute a service within the meaning of these T&Cs.

At the end of this phase, the Parties may agree to continue the relationship with an operational assessment or, where the Client has detailed requirements, directly with a design and deployment service.

7.2 — Livraison et recette

On the date agreed in the service contract, the Service Provider delivers to the Client the finalised automation, operational and deployed in its production environment.

La livraison comprend :

• commissioning of the automation in the Client's environment;
• the transfer of skills to the teams designated by the Client, including the artificial intelligence literacy (AI literacy) component provided for in Article 4 of the AI Act
• The Client has a period of ten (10) business days from delivery to verify that the deliverables comply with the contractual specifications. At the end of this period:
• if the deliverables are compliant, the Client signs the acceptance report without reservation, which triggers the invoicing of the balance provided for in article 5.2 of these T&Cs;
• if discrepancies are found, the Client signs the acceptance report with reservations, detailing the non-conformities against the contractual specifications. The Service Provider then has fifteen (15) business days to correct the items subject to reservations. A further verification is carried out once this correction is complete;
• in the absence of any response from the Client within ten (10) business days of delivery, the deliverables are deemed compliant and the acceptance report is considered tacitly accepted without reservation.

7.3 — Garantie post-livraison hors suivi post-déploiement

During the first six (6) months following the date the acceptance report is signed, the Service Provider acts to correct any technical malfunction creating a discrepancy between the actual operation of the automation and the specifications described in the contract, within the same time frames as those provided for in article 3.4 of these T&Cs.

This warranty applies regardless of any subscription to post-deployment support. It does not cover malfunctions resulting from a modification of the automation by the Client or a third party not authorised by the Service Provider, from use that does not comply with the instructions provided during the transfer of skills, or from a change in the Client's technical environment not brought to the Service Provider's attention.

Beyond this six (6)-month period, corrective work is reserved for clients who have subscribed to post-deployment support.

Art. 08Obligations of the Service Provider

8.1 — Nature of the obligations

The Service Provider undertakes to perform the services provided for in the contract with diligence and professionalism, deploying the skills and resources necessary for their proper completion. Unless expressly stipulated otherwise in the special conditions of the service contract, the Service Provider's obligations are best-efforts obligations.

The commitment to a return on investment (ROI) within six (6) months of going live is an objective that the Service Provider undertakes to pursue diligently as part of its methodology. Unless stated otherwise in the special conditions, it cannot be construed as an obligation to achieve a specific result.

8.2 — Devoir de conseil, de renseignement et de mise en garde

In accordance with the obligations recognised by case law for IT services, the Service Provider is bound by:

• a duty to advise: the Service Provider guides the Client's choices regarding automation solutions and artificial intelligence models, taking into account its operational, technical and budgetary constraints;
• a duty to inform: the Service Provider ascertains the Client's needs and explains the features, possibilities and limitations of the proposed solutions in clear and accessible terms;
• a duty to warn: the Service Provider alerts the Client, without delay and in writing, to any identified risk likely to affect the feasibility, reliability, security or regulatory compliance of the automations envisaged or deployed, as well as to any mismatch between the expectations expressed by the Client and the solutions that are technically achievable.

8.3 — Compliance with deadlines

The Service Provider undertakes to meet the delivery deadlines agreed in the service contract. In the event of a difficulty likely to cause a delay, the Service Provider informs the Client as soon as possible and proposes a revised delivery schedule.

The delivery deadlines only begin to run once the following conditions are cumulatively met: receipt of the deposit provided for in article 5.2, the Client's provision of all the information, access and documents necessary to perform the assignment, and the Client's approval of the functional specifications.

Any delay in the performance of the Client's obligations (providing information, approving intermediate stages, granting access) automatically suspends the Service Provider's delivery deadlines for a period equal to the delay observed.

8.4 — Transfert de compétences

As part of each design and deployment service, the Service Provider provides a structured transfer of skills intended to ensure that the Client's teams can take ownership of the automations. The users named in the list appended to the service contract are trained in the operation of the delivered automations. This training includes an artificial intelligence literacy (AI literacy) component, in accordance with the requirements of Article 4 of Regulation (EU) 2024/1689 (AI Act).

The Client confirms that the transfer of skills has taken place by signing the acceptance report provided for in article 7.2 of these T&Cs.

8.5 — Reliability of the automations

The Service Provider undertakes to design automations incorporating control mechanisms intended to maximise the reliability and accuracy of the results produced, taking into account the fallible nature of artificial intelligence models. These mechanisms may include, depending on the case and the risk level of the automation: cross-checking responses, multiple verifications, human oversight and any other measure suited to the Client's operational context.

The Service Provider does not guarantee the complete absence of errors in the results produced by the artificial intelligence models used, as these may generate inaccurate, incomplete or unsuitable content (hallucinations, bias, etc.). The Service Provider does, however, undertake to implement reasonable measures to reduce their frequency and impact.

8.6 — Conformité réglementaire

The Service Provider undertakes to perform its services in compliance with the regulations in force, and in particular:

Regulation (EU) 2016/679 on the protection of personal data (GDPR), including the DPA (Article 28 of the GDPR), under the conditions defined in article 13 of these T&Cs

Regulation (EU) 2024/1689 on artificial intelligence (AI Act), under the conditions defined in article 14 of these T&Cs, and in particular the obligations of transparency, classification by risk level and artificial intelligence literacy;

any other European or national regulation applicable to the services performed, on which the Service Provider maintains ongoing monitoring.

8.7 — Confidentiality et sécurité

The Service Provider undertakes to comply with the confidentiality obligations provided for in article 12 of these T&Cs and to implement the appropriate technical and organisational measures to ensure the security of the Client's data that it accesses in the course of performing its services, in accordance with Article 32 of the GDPR.

Art. 09Obligations of the Client

9.1 — Collaboration et fourniture d'informations

The Client undertakes to collaborate actively with the Service Provider throughout the performance of the services. To this end, it undertakes to:

• provide the Service Provider, within the agreed deadlines, with all the information, documents, data and items necessary for the proper performance of the services, and guarantees the accuracy and completeness of the items provided;
• grant the Service Provider the access necessary to its tools, information systems, software and business applications affected by the automations to be designed or deployed;
• as part of the operational assessment, ensure the availability of the contacts concerned by the processes analysed and allow access to its premises under conditions compatible with the proper conduct of the intervention;
• designate a single point of contact with the necessary authority to approve functional choices, respond to the Service Provider's requests and make decisions binding the Client within reasonable timeframes.

Any delay or failure by the Client in performing its collaboration obligations may result in the suspension of the delivery deadlines under the conditions provided for in article 8.3 of these T&Cs and, where applicable, affect the quality or scope of the deliverables, without the Service Provider's liability being engaged as a result.

9.2 — Transfert de compétences et adoption

The Client undertakes to ensure that the users named in the list appended to the service contract effectively take part in the transfer of skills carried out by the Service Provider at delivery, in accordance with article 8.4 of these T&Cs.

For any user not named in this list, the Client assumes full responsibility for compliance with the artificial intelligence literacy (AI literacy) requirements provided for in Article 4 of Regulation (EU) 2024/1689 (AI Act), in particular regarding training on the operation, limitations and usage framework of the deployed automations.

9.3 — Compliant use of the automations

The Client undertakes to use the deployed automations in accordance with the specifications described in the service contract and the instructions provided during the transfer of skills.

The Client s'interdit notamment de :

• divert an automation to a use not provided for in the service contract;
• modify, alter or have a third party modify the architecture, configuration or parameters of an automation deployed by the Service Provider without the latter's prior written consent;
• use the automations in a field falling within Annex III of Regulation (EU) 2024/1689 (AI Act) ("high-risk" systems) where this is not provided for in the service contract signed by both Parties.

Any use that does not comply with the provisions of this article releases the Service Provider from liability for any resulting consequences and renders inapplicable the warranty provided for in article 7.3 of these T&Cs.

9.4 — Informing the Service Provider

In order to allow the functional conformity guarantee to be implemented, the Client undertakes, during the first six months following deployment and beyond that period where post-deployment support has been subscribed to, to report to the Service Provider without delay and in writing:

• any malfunction observed in the operation of the automations, providing a description precise enough to allow diagnosis;
• any significant change in its technical environment likely to affect the operation of the deployed automations (software change, server migration, change of provider, major update of a connected tool, etc.).

9.5 — Paiement

The Client undertakes to pay the invoices issued by the Service Provider under the conditions and within the deadlines provided for in 5 et 6 of these T&Cs.

9.6 — The Client's own regulatory compliance

For the processing of personal data carried out in the course of its business, the Client remains the data controller within the meaning of the GDPR. As such, it is responsible for ensuring the lawfulness of the processing entrusted to the Service Provider, the applicable legal basis, and the information provided to its own customers, employees and partners regarding the use of automation solutions incorporating artificial intelligence.

The Client undertakes to comply with the transparency obligations incumbent on it as a deployer within the meaning of Regulation (EU) 2024/1689 (AI Act), and in particular to inform the persons concerned that they are interacting with an artificial intelligence system, in accordance with Article 50 of that Regulation.

9.7 — Confidentiality

The Client undertakes to comply with the confidentiality obligations provided for in article 12 of these T&Cs, and in particular not to disclose to third parties the architecture, configuration, system prompts or functional logic of the automations designed by the Service Provider.

Art. 10Warranty and technical support

10.1 — Garantie de conformité fonctionnelle

The Service Provider warrants that the delivered automations comply with the functional specifications described in the service contract signed between the Parties. This warranty covers any malfunction, bug or service interruption creating a discrepancy between the actual operation of the automation and those specifications.

The functional conformity guarantee takes effect on the date the acceptance report is signed and applies for a period of six (6) months, regardless of any subscription to post-deployment support.

10.2 — Exclusions de garantie

The functional conformity guarantee does not cover malfunctions resulting from:

• a modification of the architecture, configuration or parameters of the automation by the Client or a third party not expressly authorised by the Service Provider;
• use of the automation that does not comply with the contractual specifications or the instructions provided during the transfer of skills;
• a change in the Client's technical environment (software update, server migration, change of provider, modification of connected tools, etc.) not brought to the Service Provider's attention in accordance with article 9.4 of these T&Cs ;
• an event of force majeure within the meaning of article 16 of these T&Cs.

10.3 — Procédure de signalement

Any malfunction covered by the functional conformity guarantee must be reported by the Client to the Service Provider, together with a description precise enough to allow diagnosis (nature of the malfunction, context in which it appears, frequency and operational impact, etc.).

The Service Provider acknowledges receipt of the report within twenty-four (24) business hours and undertakes to handle the malfunction within seventy-two (72) business hours of the acknowledgement, in accordance with the service levels defined in article 3.4 of these T&Cs.

10.4 — Technical support under post-deployment support

Clients who have subscribed to post-deployment support benefit, with no time limit and for as long as the subscription is active, from all the technical support services described in article 7.3 of these T&Cs, at the same service levels as those provided for in article 10.3.

Beyond correcting malfunctions, post-deployment support covers:

• debugging and resolving any technical problem likely to hinder the optimal operation of the automations, including those not arising from a discrepancy with the initial contractual specifications;
• the adaptation of the automations made necessary by a change in the Client's technical environment, provided that this change has been brought to the Service Provider's attention under the conditions provided for in article 9.4 of these T&Cs ;
• ongoing technology monitoring of the artificial intelligence models available on the market. The Service Provider regularly informs the Client of significant developments (new models, performance improvements, pricing changes) and shares its analysis of whether a migration is relevant given the Client's operational context. The actual change of model only takes place at the Client's express request, after the Client has been informed of the technical, functional and, where applicable, regulatory implications of the migration.

10.5 — Support technique hors garantie et hors suivi post-déploiement

Upon expiry of the six (6)-month functional conformity guarantee period provided for in article 10.1, clients who have not subscribed to post-deployment support no longer benefit from the Service Provider's technical support.

At the Client's request, the Service Provider may carry out one-off corrective maintenance or adaptation work. Such work constitutes a separate service, formalised in a new service contract and invoiced at the rates in force at the time of the request.

10.6 — Limits of technical support

Technical support, whether provided under the six (6)-month functional conformity guarantee, post-deployment support or a one-off intervention, does not cover:

• user training services, distinct from the ongoing support provided for in article 3.4 of these T&Cs as part of post-deployment support;
• the development of new automations or the functional extension of existing automations beyond the contractual specifications, which fall under a new design and deployment service;
• the resolution of problems related to the Client's IT systems (network infrastructure, servers, business software, information systems, etc.) not directly related to the automations deployed by the Service Provider.

Art. 11Intellectual property

11.1 — Intellectual property of the Service Provider

The Service Provider is and remains the holder of all intellectual property rights in its methods, know-how, tools, automations, prompts and instructions provided to artificial intelligence models, as well as in any generic, reusable or pre-existing component used in performing the services (hereinafter the "Pre-existing Elements").

No provision of this contract may be construed as assigning, transferring or granting the Service Provider's intellectual property rights in the Pre-existing Elements to the Client, unless expressly stipulated otherwise in the special conditions of the service contract.

11.2 — Livrables

The deliverables refer to the automations specifically designed and deployed by the Service Provider on behalf of the Client under the service contract, comprising the automations and configurations (hereinafter the "Deliverables").

From full payment of the agreed price and signature of the acceptance report, the Service Provider grants the Client a non-exclusive, non-assignable and non-transferable right to use the Deliverables, solely for the needs of the Client's business and within the framework strictly defined by the contractual specifications.

This right of use includes the right to operate, run and use the automations deployed in the Client's production environment, without time limit, subject to the Client's compliance with all the obligations set out in these T&Cs and the service contract. If the Service Provider ceases to operate, the right to use the automations is maintained, but the Client bears all the associated operating costs (hosting, subscriptions to artificial intelligence providers, automation orchestrator), as the Service Provider is no longer able to cover them.

11.3 — Restrictions

Without the Service Provider's prior written consent, the Client shall refrain from:

• reproducing, copying, duplicating or extracting all or part of the Deliverables for purposes other than their use within the framework provided for in the service contract;
• modifying, adapting, altering, decompiling, disassembling or carrying out any reverse-engineering on the Deliverables, their components or their functional logic;
• assigning, granting, sub-licensing, lending, renting, making available or transferring to any third party the Deliverables or the right of use attached to them, whether free of charge or for consideration;
• using the Deliverables, their architecture or their functional logic to develop or have developed solutions competing with those of the Service Provider or solutions intended for third parties;
• removing, concealing or altering any intellectual property, identification or authorship notice appearing in the Deliverables or their delivery documentation.

11.4 — Option to assign rights

The Parties may agree, in the special conditions of the service contract, to a full or partial assignment of the intellectual property rights in the Deliverables to the Client. Such an assignment must be expressly stipulated, detail the rights assigned (reproduction, adaptation, modification, distribution), the geographical scope, the duration and the purpose, and give rise to remuneration separate from the price of the services.

In the absence of such a stipulation, the applicable regime is the licence of use defined in article 11.2 of these T&Cs.

11.5 — Intellectual property of the Client

The data, content, documents, trademarks, logos and any element provided by the Client to the Service Provider in the course of performing the services remain the exclusive property of the Client.

The Service Provider shall refrain from reproducing, distributing, exploiting or using these elements for purposes other than performing the services provided for in the contract. Any use for commercial reference purposes (portfolio, case study, testimonial) is subject to the Client's prior written consent.

11.6 — Client data

The Client is and remains the owner of all the data processed, generated or passing through the automations deployed by the Service Provider. The Service Provider has no rights over this data beyond those strictly necessary to perform the services and within the limits defined by the DPA appended to the service contract.

Upon termination of the contract, for whatever reason, the Service Provider undertakes to return or delete the Client's data under the conditions provided for in article 12 of these T&Cs and the applicable DPA.

11.7 — Droit de référence

The Service Provider is authorised to mention the Client's name and logo as a commercial reference in its communication materials (website, sales presentations, proposals), unless the Client objects in writing at any time. This authorisation does not constitute a right to use the Client's trademark for purposes other than commercial reference.

11.8 — Contrefaçon et garantie d'éviction

The Service Provider warrants to the Client that the Deliverables do not infringe the intellectual property rights of third parties, to the best of its knowledge at the time of delivery.

In the event of a third-party claim based on an alleged infringement of intellectual property rights, the Client informs the Service Provider without delay and in writing. The Parties consult in good faith to determine how to proceed.

This warranty does not apply where the alleged infringement results from a modification of the Deliverables by the Client or a third party, from use of the Deliverables in combination with elements not supplied or not approved by the Service Provider, or from use that does not comply with the contractual specifications.

In any event, the Service Provider's liability under this article applies within the limits and conditions provided for in article 15.2 of these T&Cs.

Art. 12Confidentiality

12.1 — Definition of Confidential Information

"Confidential Information" under these T&Cs means all information, data, documents, know-how, methods, processes, strategies and technical or commercial elements, provided by one Party to the other or to which one Party has had access in the course of performing this contract, whatever their medium (oral, written, electronic, visual, etc.) and whether or not they have been expressly designated as confidential.

Confidential Information includes, without limitation:

• on the Client's side: business processes, working methods, operational data, customer data, strategic documents, financial information and any element observed or gathered during the on-site operational assessment, the design phase or the deployment of the automations;
• on the Service Provider's side: the technical architecture, configuration and functional logic of the automations designed by the Service Provider, the design and integration methods, the system prompts and instructions provided to the artificial intelligence models, as well as the commercial and pricing terms agreed between the Parties.

12.2 — Obligations of the Parties

Each Party undertakes to:

• not to disclose, directly or indirectly, the other Party's Confidential Information to any third party, except with the prior written authorisation of the Party concerned;
• not to use the Confidential Information for purposes other than performing this contract;
• to take all necessary measures with its staff, subcontractors and providers to ensure compliance with this confidentiality obligation;
• to limit access to the Confidential Information to only those persons who need to know it in order to perform this contract.

The Service Provider further undertakes not to exploit the Client's Confidential Information to design similar or competing solutions for third parties, nor to reproduce, adapt or transpose the Client's specific business processes in the course of services performed for other clients.

12.3 — Transmission to artificial intelligence service providers

In the course of running the automations, certain Client data may be transmitted to the artificial intelligence model providers used. The Service Provider undertakes that such transmissions are strictly limited to the data necessary to run the automation, governed by the data processing agreements (DPAs) concluded with those providers, and carried out in compliance with the safeguards provided for in these T&Cs and the GDPR annex (DPA) associated with the service contract.

The Service Provider favours artificial intelligence model providers whose data-use policies exclude training their models on data transmitted via their application programming interfaces (APIs). The Service Provider answers, with full transparency, any question from the Client regarding the data-handling policies of the providers used in its automations.

12.4 — Exceptions

The confidentiality obligation does not apply to information that the receiving Party can demonstrate:

• was already in its possession before being communicated by the other Party, with no pre-existing confidentiality obligation;
• was publicly accessible at the time of its communication or subsequently became so, through no fault of the receiving Party;
• was lawfully obtained from a third party authorised to disclose it without confidentiality restriction;
• was developed independently, without direct or indirect use of the other Party's Confidential Information;
• must be disclosed pursuant to a legislative or regulatory provision, or by order of a competent judicial or administrative authority, provided that the other Party is informed beforehand as soon as possible and to the extent legally permitted.

12.5 — Durée

This confidentiality obligation applies from the first exchange of information between the Parties, including during the pre-contractual phase (the discovery call, for example), throughout the term of the contract, and continues for five (5) years from the end of the contractual relationship, for whatever reason.

12.6 — Restitution et destruction

Upon termination of the contract, for whatever reason, each Party returns to the other, on request, all documents, files and media containing Confidential Information, or destroys them and certifies this in writing within thirty (30) days of receiving that request. This obligation applies without prejudice to the retention obligations imposed by the applicable regulations, in particular in tax and accounting matters, and to the data necessary to maintain the automations as part of post-deployment support.

12.7 — Sanctions

Any breach of this confidentiality obligation by one of the Parties gives rise to full compensation for the loss suffered by the other Party, in accordance with the general law of contractual liability. Such compensation is without prejudice to the injured Party's right to seek termination of the contract at the exclusive fault of the defaulting Party.

Art. 13Protection of personal data

13.1 — Definition of roles

In the course of performing the services, the Parties act in the following roles within the meaning of Regulation (EU) 2016/679 on the protection of personal data (hereinafter the "GDPR"):

The Client acts as data controller for all the personal data of its customers, employees and partners that the Service Provider accesses or processes in the course of the deployed automations. As such, the Client determines the purposes and means of the processing carried out.

The Service Provider acts as a processor within the meaning of Article 28 of the GDPR. It processes personal data exclusively on behalf of the Client, on the basis of its documented instructions and within the framework strictly defined by the service contract and the DPA appended to it.

The Service Provider also acts as data controller for the processing it carries out on its own behalf (managing the commercial relationship, invoicing, communication), as described in its privacy policy accessible on its website.

13.2 — Data processing agreement (DPA)

The conditions under which the Service Provider processes personal data on behalf of the Client are defined in a data processing agreement (DPA) appended to the service contract, in accordance with Article 28 of the GDPR.

The DPA specifies in particular: the nature and purpose of the processing carried out, the categories of personal data and data subjects, the duration of the processing, the respective obligations of the Parties, the technical and organisational measures implemented to ensure data security, the conditions for using sub-processors, the procedures for notifying data breaches and the conditions for returning or deleting data at the end of the contract.

In the absence of a DPA signed between the Parties, the Service Provider shall refrain from processing personal data on behalf of the Client.

13.3 — Obligations of the Service Provider en qualité de sous-traitant

In accordance with Article 28 of the GDPR, the Service Provider undertakes to:

• process personal data on behalf of the Client only on the latter's documented instructions, as formalised in the service contract or the DPA, including with regard to any data transfers to a third country, unless required otherwise by law;
• ensure that the persons authorised to process the personal data are bound by a confidentiality obligation;
• implement the appropriate technical and organisational measures in accordance with Article 32 of the GDPR to ensure a level of security appropriate to the risk, taking into account the state of the art, the implementation costs and the nature, scope, context and purposes of the processing;
• not engage any sub-processor without the Client's authorisation. By signing the service contract, the Client grants general authorisation to use sub-processors for the processing of personal data necessary for the deployed automations. The list of sub-processors actually used is communicated to the Client no later than the delivery date, in the delivery documentation provided for in article 14.7 of these T&Cs. The Client has fifteen (15) days from this communication to raise a reasoned objection. In the absence of an objection within this period, the list is deemed accepted. In the event of the addition or replacement of a sub-processor after delivery, the Service Provider informs the Client in writing. The Client has the same fifteen (15)-day period to raise a reasoned objection. The Service Provider imposes on any sub-processor data protection obligations equivalent to those provided for in the DPA;
• assist the Client, as far as possible, in fulfilling its obligation to respond to requests from data subjects to exercise their rights (access, rectification, erasure, restriction, portability, objection) in accordance with Articles 15 to 22 of the GDPR, provided that the Client informs the Service Provider in writing of any request received as soon as possible;
• assist the Client in complying with its obligations regarding data security, breach notification, data protection impact assessment and prior consultation of the supervisory authority, in accordance with Articles 32 to 36 of the GDPR, provided that the Client informs the Service Provider in writing of any request received as soon as possible;
• notify the Client of any personal data breach within a maximum of forty-eight (48) hours after becoming aware of it, under the conditions detailed in the DPA appended to the service contract;
• at the end of the service, and at the Client's choice, delete or return all the personal data processed on its behalf, and destroy existing copies unless required by law to retain them;
• make available to the Client all the information necessary to demonstrate compliance with the obligations set out in this article and the DPA, and allow audits, including inspections, by the Client or an auditor mandated by it, under reasonable conditions and with fifteen (15) business days' notice.

13.4 — Obligations of the Client as data controller

The Client, in its capacity as data controller, undertakes to:

• ensure the lawfulness of the processing entrusted to the Service Provider and the existence of a valid legal basis for each of them;
• provide the Service Provider with documented, clear instructions that comply with the GDPR for processing personal data;
• inform its own customers, employees and partners of the use of a processor to process their personal data, in accordance with the information obligations set out in Articles 13 and 14 of the GDPR;
• respond to requests from data subjects to exercise their rights, with the Service Provider's assistance where applicable;
• carry out, where the processing requires it, a data protection impact assessment (DPIA) in accordance with Article 35 of the GDPR, in particular where the deployed automations involve systematic and automated processing of personal data likely to produce legal effects or significantly affect the data subjects.

13.5 — Data transfers outside the European Union

The Service Provider favours solutions hosted within the European Union. Where running the automations requires the use of an artificial intelligence service provider established outside the European Economic Area, the Service Provider ensures that appropriate safeguards are in place in accordance with Chapter V of the GDPR, and in particular the standard contractual clauses adopted by the European Commission.

The Client is informed of the providers used and the location of the associated processing no later than the delivery date, in the delivery documentation provided for in article 14.7 of these T&Cs. Any significant change in the providers used or the location of the processing after delivery is brought to the Client's attention in accordance with the procedures provided for in article 13.3 of these T&Cs.

13.6 — Record of processing activities

The Service Provider maintains, in accordance with Article 30 of the GDPR, a record of processing activities listing all the personal data processing it carries out, both as data controller and as processor. This record is available on request to the competent supervisory authorities.

13.7 — Politique de confidentialité

The personal data processing carried out by the Service Provider as data controller (managing the commercial relationship, billing data, data collected via the website) is described in the Service Provider's privacy policy, accessible from every page of its website.

Art. 14AI Act compliance

14.1 — Cadre réglementaire applicable

The Parties acknowledge that the services performed by the Service Provider involve the design, deployment and operation of systems incorporating artificial intelligence technologies, subject to Regulation (EU) 2024/1689 on artificial intelligence (hereinafter the "AI Act").

The Service Provider undertakes to perform its services in compliance with the provisions of the AI Act applicable on the delivery date, and to adapt its practices in line with changes in the regulatory framework, which it monitors continuously.

14.2 — Classification by risk level

Each automation designed and deployed by the Service Provider is classified according to the four risk levels defined by the AI Act: unacceptable risk, high risk, limited risk and minimal risk. This classification is systematically communicated to the Client in the service contract signed between the Parties.

The Service Provider shall refrain from designing or deploying automations falling within the category of prohibited practices within the meaning of Article 5 of the AI Act.

Where an automation is classified as high-risk within the meaning of Annex III of the AI Act, this classification is explicitly stated in the service contract. The Service Provider then applies all the obligations associated with this categorisation, and in particular: the implementation of effective human oversight, the retention of logs automatically generated by the system for a minimum of six (6) months, use compliant with the instructions of the artificial intelligence model providers used, and the provision of information to the data subjects.

14.3 — Obligation de transparence

In accordance with Article 50 of the AI Act, the Service Provider builds into the automations, from the design stage, the mechanisms necessary to enable the Client to meet its transparency obligations towards third parties, and in particular the clear indication to end users that they are interacting with an artificial intelligence system or that the content they receive has been generated by such a system.

Ensuring compliance with this transparency obligation in the Client's operational environment is the responsibility of the Client in its capacity as "deployer" within the meaning of the AI Act.

14.4 — Artificial intelligence literacy (AI literacy)

In accordance with Article 4 of the AI Act, the Service Provider ensures that its own staff have a sufficient level of understanding of the artificial intelligence systems it designs and deploys.

As part of each design and deployment service, the Service Provider provides a transfer of skills to the Client's teams, in accordance with article 8.4 of these T&Cs. This transfer covers the operation of the deployed system, its capabilities, its limitations, the associated risks (in particular the phenomenon of hallucination), the cases requiring human oversight and the applicable regulatory framework.

The Client undertakes, in accordance with article 9.2 of these T&Cs, to ensure that every user of the deployed automations has a sufficient level of understanding, including users designated after delivery.

14.5 — Supervision humaine

The Service Provider builds into the automations, from the design stage, control mechanisms intended to ensure the reliability of the results produced, under the conditions described in article 8.5 of these T&Cs. These mechanisms may include, depending on the risk level and the operational context: cross-checking responses, multiple verifications, human validation points and any other appropriate measure.

For automations classified as high-risk, human oversight is a regulatory requirement. The Service Provider then designs the system so that no decision likely to significantly affect a natural person can be taken without effective human intervention. The Client undertakes to designate the competent persons responsible for this oversight and to maintain this control capability throughout the operation of the system.

For automations classified as limited or minimal risk, human oversight is not a regulatory obligation but is a design choice of the Service Provider, applied where the operational context justifies it.

14.6 — Obligations of the Client as deployer

The Client, in its capacity as deployer within the meaning of the AI Act, undertakes to:

• use the deployed automations in accordance with the contractual specifications and the instructions provided by the Service Provider, without diverting them to an unintended use;
• inform the Service Provider, prior to any commissioning, of any plan to use the automations in a field falling within Annex III of the AI Act (biometrics, critical infrastructure, education, employment, essential services, law enforcement, migration, justice), so as to enable the Service Provider to carry out the appropriate classification and apply the corresponding obligations;
• comply with the transparency obligations incumbent on it by informing the persons concerned that they are interacting with an artificial intelligence system, under the conditions specified in article 14.3 ;
• ensure the maintenance of effective human oversight for automations classified as high-risk, in accordance with article 14.5 ;
• retain the logs automatically generated by automations classified as high-risk for a minimum of six (6) months, in accordance with Article 26 of the AI Act;
• not commission a high-risk automation if it has not been registered in the European Union database where such registration is required by the AI Act.

Any failure by the Client to comply with the obligations of this article releases the Service Provider from liability for any resulting regulatory non-compliance.

14.7 — Documentation de livraison

The Service Provider provides the Client, upon delivery of each automation, with delivery documentation comprising:

• the list of sub-processors;
• the AI Act classification assigned to the system and the justification for that classification;
• the cases requiring human oversight;
• the applicable transparency obligations and the recommended ways to meet them.

This delivery documentation constitutes proof of the automations' compliance at the time of their delivery and forms an integral part of the Deliverables within the meaning of article 11.2 of these T&Cs.

Art. 15Liability of the Service Provider

15.1 — Principe général

The Service Provider is liable for direct damage caused to the Client resulting from a proven breach of its contractual obligations, under the conditions and limits provided for in this article.

The Service Provider's liability is assessed in light of the nature of its obligations as defined in these T&Cs. Unless expressly stipulated otherwise in the special conditions of the service contract, the Service Provider's obligations are best-efforts obligations in accordance with article 8.1 of these T&Cs.

15.2 — Plafond de responsabilité

In accordance with Article 1231-3 of the French Civil Code, the Service Provider's total liability under a service contract, on all grounds combined, is limited to the damage foreseeable at the time the contract was concluded and capped at the total amount excluding tax actually received by the Service Provider under the service contract concerned.

For one-off services (operational assessment, design and deployment of automations), this cap corresponds to the total amount excluding tax actually received for the service concerned.

For post-deployment support services, invoiced on a recurring basis, this cap is calculated on the amounts excluding tax actually received during the twelve (12) months preceding the event giving rise to the damage.

15.3 — Exclusion of indirect damage

The Service Provider shall under no circumstances be held liable for indirect or unforeseeable damage suffered by the Client or by third parties, and in particular:

• loss of turnover, revenue, profits or anticipated savings;
• loss of customers, contracts or business opportunities;
• loss of data not attributable to a breach by the Service Provider of its security obligations;
• damage to image or reputation;
• any financial loss resulting from a decision taken by the Client or a third party on the basis of the results produced by an automation, including in the case of inaccurate, incomplete or unsuitable content generated by an artificial intelligence model (the phenomenon known as "hallucination");
• any loss or damage resulting from an action brought by a third party against the Client, except in the cases expressly provided for in article 11.8 of these T&Cs (garantie d'éviction).

15.4 — Exonérations de responsabilité

The Service Provider is released from all liability in the following cases:

• the Client's failure to comply with its obligations of collaboration, information or provision of access set out in article 9 of these T&Cs, where this failure directly contributed to the damage;
• use of the automations by the Client in a manner that does not comply with the contractual specifications, the instructions provided during the transfer of skills or the delivery documentation;
• modification of the architecture, configuration or parameters of the automations by the Client or a third party not expressly authorised by the Service Provider;
• use of the automations in a field falling within Annex III of the AI Act (high-risk) without prior notice to the Service Provider in accordance with article 9.3 of these T&Cs ;
• malfunction resulting from a change in the Client's technical environment not brought to the Service Provider's attention in accordance with article 9.4 of these T&Cs ;
• unilateral modification of the access conditions, application programming interfaces (APIs) or features of a third-party provider or an artificial intelligence model provider beyond the Service Provider's control;
• failure, unavailability or service interruption of a third-party provider (host, artificial intelligence model provider, software publisher) where such failure is beyond the Service Provider's control and the Service Provider has taken reasonable measures to inform the Client as soon as possible;
• an event of force majeure within the meaning of article 16 of these T&Cs.

15.5 — Liability relating to artificial intelligence models

The automations deployed by the Service Provider use artificial intelligence models developed and operated by third-party providers. The Service Provider is neither the developer nor the provider of these models within the meaning of the AI Act.

The Service Provider undertakes to select the models best suited to the Client's needs, to optimise the instructions given to them and to incorporate control mechanisms intended to maximise the reliability of the results, in accordance with article 8.5 of these T&Cs.

The Service Provider does not guarantee the accuracy, completeness or ongoing relevance of the results produced by the artificial intelligence models. The Client acknowledges that these models may generate erroneous, incomplete, biased or unsuitable content, and that it is responsible for putting in place appropriate checks before any operational use of the results produced, in particular for decisions likely to have a significant impact on natural persons or on its business.

The Service Provider cannot be held liable for an intrinsic defect in an artificial intelligence model supplied by a third party, provided that the Service Provider has complied with its selection, configuration and control obligations as defined in these T&Cs.

15.6 — Obligation de mitigation

The Client undertakes to take all reasonable measures to limit the extent of the damage suffered and to inform the Service Provider without delay of any incident or malfunction observed. The Client's failure to mitigate may be taken into account in assessing the compensable loss.

15.7 — Délai de réclamation

Any claim by the Client under the Service Provider's contractual liability must be notified in writing within twelve (12) months of the occurrence of the event giving rise to the damage or of the date on which the Client became aware of it. After this period, no claim will be admissible under these T&Cs, without prejudice to the applicable statutory limitation periods.

Art. 16Force majeure

16.1 — Définition

In accordance with Article 1218 of the French Civil Code, an event of force majeure is any event beyond the control of the Party affected by it, which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures, preventing the performance of its obligation.

Events of force majeure include, without limitation: natural disasters, fires, floods, epidemics and pandemics, wars, acts of terrorism, riots, general strikes, governmental or regulatory decisions restricting the conduct of business, large-scale cyberattacks directed against national infrastructure or hosting providers, and prolonged interruptions of telecommunications or energy networks.

16.2 — Exclusions

The following do not constitute events of force majeure within the meaning of this article:

• failures, unavailability or service interruptions of the third-party service providers used for the deployed automations (artificial intelligence model providers, hosting platforms, orchestration services, third-party programming interfaces, etc.) where they are occasional and last less than seventy-two (72) hours, these falling under the exemption regime provided for in article 15.4 of these T&Cs ;
• performance difficulties related to a lack of internal resources at the Service Provider;
• regulatory changes foreseeable at the time the contract was concluded.

16.3 — Effets

The Party affected by an event of force majeure informs the other Party by any written means within a maximum of five (5) business days of the occurrence of the event or of the date on which it became aware of it. This notification specifies the nature of the event, its estimated impact on the performance of the contractual obligations and, as far as possible, the likely duration of the impediment.

The performance of the affected Party's obligations is suspended for the duration of the force majeure event, without such suspension giving rise to any compensation, late-payment penalty or liability on the part of the prevented Party.

The affected Party undertakes to take all reasonable measures to limit its consequences and to resume performance of its obligations as soon as possible.

16.4 — Effect on payment obligations

Force majeure does not suspend the Client's payment obligations for services already performed and invoiced before the occurrence of the event.

For post-deployment support services, monthly invoicing is suspended from the first day of the calendar month following the occurrence of the force majeure event making the support impossible to perform, and resumes from the first day of the calendar month following the end of the event.

16.5 — Termination for prolonged force majeure

If the force majeure event continues beyond three (3) consecutive months, either Party may terminate the service contract by operation of law, by written notice sent to the other Party by registered letter with acknowledgement of receipt or by email with read confirmation.

This termination takes effect on the date the other Party receives the notice. It does not give rise to any compensation for either Party. The Service Provider returns to the Client the amounts received for services not performed, less the services already performed and the costs incurred as at the termination date.

The provisions relating to confidentiality (article 12), intellectual property (article 11), the protection of personal data (article 13) and the return of data survive the termination of the contract for force majeure.

Art. 17Term and termination

17.1 — Duration of one-off services

Operational assessment services and the design and deployment of automations are one-off services. They take effect on the date they are ordered under the conditions provided for in 5 et 7 of these T&Cs and end on the date the Client signs the acceptance report, or on the date of tacit acceptance under the conditions provided for in article 7.2, subject to the warranty period provided for in article 10.1.

17.2 — Duration of post-deployment support

The post-deployment support contract is concluded for an indefinite period. It takes effect on the date the acceptance report is signed and continues until it is terminated by one of the Parties under the conditions provided for in this article.

17.3 — Termination of post-deployment support by the Client

The Client may terminate the post-deployment support contract at any time, without cause, subject to giving two (2) months' notice to the Service Provider by email with read confirmation or by registered letter with acknowledgement of receipt.

The notice period runs from the first day of the calendar month following the Service Provider's receipt of the notice. The monthly payments remain due throughout the notice period. The Client retains the benefit of post-deployment support until the end of the notice period.

17.4 — Termination of post-deployment support by the Service Provider

The Service Provider may terminate the post-deployment support contract at any time, without cause, subject to giving two (2) months' notice to the Client by email with read confirmation or by registered letter with acknowledgement of receipt.

The notice period runs from the first day of the calendar month following the Client's receipt of the notice. The Service Provider continues to provide all post-deployment support services until the end of the notice period.

The Service Provider provides the Client, within fifteen (15) days of the termination taking effect, with the transition documentation necessary for the autonomous operation of the automations.

17.5 — Termination for breach

In the event of a breach by one of the Parties of one of its essential obligations under these T&Cs or the service contract, the other Party may terminate the contract by written notice, subject to the following procedure:

• the injured Party sends the defaulting Party a formal notice by registered letter with acknowledgement of receipt, detailing the breach(es) alleged and requiring the defaulting Party to remedy them;
• the defaulting Party has thirty (30) days from receipt of the formal notice to remedy the breach;
• if the breach persists at the end of this period, the injured Party may terminate the contract with immediate effect by written notice, without the need for a court decision.

Essential breaches include, without limitation:

• on the Client's side: failure to pay any sum due to the Service Provider within thirty (30) days following an unanswered written reminder; use of the automations in a field falling within Annex III of the AI Act without prior notice to the Service Provider; unauthorised modification of the automations resulting in a malfunction or a security incident; breach of the confidentiality obligation provided for in article 12 ;
• on the Service Provider's side: failure to deliver the automations more than thirty (30) days beyond the contractually agreed deadline, except in cases of force majeure or delay attributable to the Client; serious breach of the data security obligations provided for in the DPA; breach of the confidentiality obligation provided for in article 12.

17.6 — Termination for insolvency proceedings

Either Party may terminate the contract by operation of law and with immediate effect, by written notice, in the event of the opening of safeguard, judicial reorganisation or judicial liquidation proceedings against the other Party, within the limits permitted by the applicable legislation.

17.7 — Effects of termination

Whatever the cause of termination:

• the Client must pay for all services performed and invoices issued up to the date the termination takes effect, including the monthly payments due during the notice period where applicable;
• the Service Provider returns to the Client the amounts received for services not yet performed as at the date the termination takes effect;
• the Client retains the right to use the automations already delivered and accepted, under the conditions provided for in article 11.2 of these T&Cs, including after termination of the contract;
• the Service Provider returns or deletes the Client's data under the conditions provided for in article 12.6 of these T&Cs and the DPA appended to the service contract;
• the Parties remain bound by the obligations of confidentiality (article 12), de propriété intellectuelle (article 11), protection of personal data (article 13) et de conformité AI Act (article 14) which, by their nature, survive the end of the contractual relationship.

In the event of termination for a breach attributable to the Client, the deposit received by the Service Provider remains acquired as a fixed indemnity, without prejudice to the Service Provider's right to claim additional damages in compensation for the loss actually suffered.

In the event of termination for a breach attributable to the Service Provider, the Client is entitled to request a refund of all sums paid for non-compliant services, as well as damages in compensation for the direct loss suffered, within the limits provided for in article 15 of these T&Cs.

17.8 — Continuity of service during the transition

In the event of termination of post-deployment support, for whatever reason, the automations already deployed and accepted may continue to operate, provided that the Client bears all the costs and arrangements necessary for their operation (hosting, subscriptions to artificial intelligence providers, automation orchestrator, transfer of the workflows to infrastructure owned by the Client). Automations hosted on the Service Provider's infrastructure cannot be maintained beyond the date the termination takes effect. Automations hosted on the Service Provider's infrastructure cannot be maintained beyond the date the termination takes effect.

The Service Provider provides the Client, within fifteen (15) days of the termination taking effect, with the transition documentation necessary for the autonomous operation of the automations.

Art. 18Handling of data and deliverables at the end of the contract

18.1 — Principe général

Upon the end of the contractual relationship between the Parties, for whatever reason (expiry, termination, force majeure), the Service Provider undertakes to ensure an orderly transition guaranteeing the Client the recovery of its data. The Client may continue to operate the automations delivered and accepted, provided that it bears all the costs necessary for their operation, in particular the subscriptions to artificial intelligence providers and the automation orchestrator.

18.2 — Client data

The Client remains the owner of all its data, in accordance with article 11.6 of these T&Cs.

Upon termination of the contract, the Client has thirty (30) days from the date the termination takes effect to request the Service Provider, in writing:

• either the return of all the personal and non-personal data processed on its behalf, in a structured, commonly used and machine-readable format;
• or the permanent deletion of this data, certified in writing by the Service Provider.

In the absence of a request from the Client within this thirty (30)-day period, the Service Provider deletes the Client's data within sixty (60) days of the date the termination takes effect, and certifies this in writing to the Client.

These provisions apply without prejudice to the retention obligations imposed on the Service Provider by the regulations in force, in particular in tax and accounting matters and the log retention required by the AI Act. The data retained on this basis is isolated, protected and inaccessible for operational purposes. It is permanently deleted upon expiry of the applicable retention period.

18.3 — Données personnelles

The handling of the personal data processed by the Service Provider on behalf of the Client is governed by the provisions of the DPA appended to the service contract, in accordance with Article 28(3)(g) of the GDPR.

In the event of a discrepancy between the provisions of this article and those of the DPA, the provisions of the DPA prevail for everything concerning the processing of personal data.

18.4 — Livrables

The Client retains, after the end of the contract, the right to use the automations delivered and accepted under the conditions provided for in article 11.2 of these T&Cs. This right of use is not affected by termination of the contract, subject to full payment of the sums due to the Service Provider.

In the event of termination for non-payment attributable to the Client, the Service Provider reserves the right to suspend the right to use the Deliverables until the amounts due are paid in full. This suspension is notified to the Client in writing and takes effect fifteen (15) days after notification if the payment has not been settled.

18.5 — Réversibilité

The conditions of service continuity and transition in the event of termination of post-deployment support are defined in article 17.8 of these T&Cs.

18.6 — Access to third-party services after termination of post-deployment support

Where the usage costs of the artificial intelligence providers and the automation orchestrator were covered by the post-deployment support subscription, the Client is informed that terminating this subscription ends the Service Provider's coverage of these costs.

The Client must, before the date the termination takes effect, take out its own subscriptions or access with the providers concerned in order to ensure the continued operation of its automations. The Client has the list of the providers, services and subscription levels required in the delivery documentation in accordance with article 14.7 of these T&Cs, or, where applicable, in the transition documentation provided under the conditions set out in article 17.8.

The Service Provider cannot be held liable for the interruption of the automations' operation resulting from the Client's failure to take out its own subscriptions to third-party services after the date the termination of post-deployment support takes effect.

18.7 — Confidentiality et obligations survivantes

The end of the contractual relationship does not release either Party from the obligations that, by their nature, survive the end of the contract, and in particular the obligations of confidentiality (article 12), de propriété intellectuelle (article 11), protection of personal data (article 13) et de conformité AI Act (article 14), for the durations and under the conditions provided for in the corresponding articles.

Art. 19Dissatisfaction and complaints

19.1 — Signalement

A Client who observes a discrepancy between the services performed and the Service Provider's contractual commitments is invited to inform the latter as soon as possible, by email, describing the nature of the dissatisfaction in a precise and reasoned manner.

19.2 — Procédure de résolution amiable

Upon receipt of the report, the Service Provider undertakes to implement a structured resolution process comprising:

• a joint review meeting with the Client, organised within ten (10) business days of receiving the report, intended to characterise the dissatisfaction and identify its origin;
• the formalisation in writing of the discrepancies observed, their origin and the corrective measures proposed;
• the implementation of the agreed fixes within a timeframe defined by mutual agreement between the Parties at the review meeting.

The Parties undertake to participate in good faith in this procedure and to favour an amicable resolution before any recourse to the mediation provided for in article 20 or to any legal action.

19.3 — Non-conformité contractuelle

Where the Client's dissatisfaction results from a proven non-conformity of the services delivered with the specifications described in the service contract, and the corrective measures implemented in accordance with article 19.2 have not remedied it within a reasonable time, the Service Provider undertakes to correct the deliverables concerned so as to bring them into compliance with the contractual specifications, within a timeframe agreed by mutual agreement between the Parties.

If, despite this correction, the non-conformity persists, the Parties consult in good faith to determine the most appropriate measure among the following: a further correction within a revised timeframe, a price reduction proportionate to the discrepancy observed, or, as a last resort and only in the event of substantial non-conformity rendering the deliverables unfit for the use provided for in the service contract, the partial refund of the sums paid for the non-compliant services.

No claim under this article is admissible if the Client has not first reported the non-conformity under the conditions provided for in article 19.1, participated in good faith in the resolution procedure provided for in article 19.2, and allowed the Service Provider a reasonable time to remedy it.

In any event, the Service Provider's liability under this article applies within the limits and conditions provided for in article 15 of these T&Cs.

19.4 — Dissatisfaction not arising from a contractual non-conformity

Where the Client's dissatisfaction does not result from a discrepancy between the services delivered and the specifications described in the service contract, but from a difference of opinion regarding the results obtained or the suitability of the deployed solutions to the Client's expectations, this dissatisfaction does not constitute a contractual breach by the Service Provider.

In accordance with article 8.1 of these T&Cs, the Service Provider's obligations are best-efforts obligations. The commitments relating to return on investment or to improving operational efficiency are objectives pursued diligently as part of the Service Provider's methodology, and cannot be construed as obligations to achieve a specific result, unless expressly stipulated otherwise in the special conditions of the service contract.

Consequently, no re-performance, price reduction or refund is due under this article. A Client who nonetheless wishes to develop the deployed automations further may request a new service, formalised in a new service contract and invoiced at the rates in force at the time of the request.

19.5 — Délai de réclamation

Any claim must be notified by the Client to the Service Provider within six (6) months of the occurrence of the event giving rise to the dissatisfaction or of the date on which the Client became aware of it, in accordance with article 15.7 of these T&Cs.

Art. 20Mediation

20.1 — Prior recourse to mediation

In the event of a dispute between the Parties concerning the formation, interpretation, performance or termination of this contract, and failing an amicable resolution under the conditions provided for in article 19 of these T&Cs, the Parties undertake to resort to a mediation procedure prior to any legal action.

20.2 — Appointment of the mediator

The Party wishing to resort to mediation informs the other Party by email with read confirmation or by registered letter with acknowledgement of receipt, setting out the subject of the dispute.

The Parties have fifteen (15) days from receipt of this notice to appoint a mediator by mutual agreement. Failing agreement within this period, the mediation is entrusted to the Paris Mediation and Arbitration Centre (CMAP) or any other approved conventional mediation body, referred to it by the more diligent Party in accordance with its mediation rules.

20.3 — Conduct of the mediation

The mediation is conducted in accordance with the principles of confidentiality, impartiality and good faith. The Parties undertake to participate actively in the process and to provide the mediator with the information necessary to understand the dispute.

The mediation may not exceed three (3) months from the appointment of the mediator, unless an extension is accepted by both Parties. The mediation costs are shared equally between the Parties, unless otherwise agreed.

20.4 — Outcome of the mediation

If the mediation results in an agreement, it is formalised in writing and signed by both Parties. This agreement is binding between the Parties.

If the mediation fails, or if one of the Parties refuses to take part despite the notice provided for in article 20.2, each Party is free to refer the matter to the competent court under the conditions provided for in article 21 of these T&Cs.

20.5 — Exception d'urgence

Prior recourse to mediation does not prevent either Party from seeking, in the event of a proven emergency, any protective or interim measure from the competent court, in particular in the event of a breach of confidentiality, intellectual property or data security.

Art. 21Governing law and jurisdiction

21.1 — Droit applicable

These T&Cs and all contractual relations between the Parties are governed by French law, to the exclusion of any other legislation.

21.2 — Language of the contract

These T&Cs and the service contracts are drawn up in French. In the event of translation into another language, only the French version is authoritative.

21.3 — Juridiction compétente

In the event of a dispute concerning the formation, validity, interpretation, performance or termination of these T&Cs or of any service contract concluded between the Parties, and failing an amicable resolution under the conditions provided for in article 19 and mediation under the conditions provided for in article 20, the Parties agree to grant exclusive jurisdiction to the Nanterre Commercial Court, regardless of the place of performance of the services or the Client's domicile.

Cette clause attributive de compétence s'applique y compris en cas de pluralité de défendeurs, d'appel en garantie ou de procédure d'urgence (référé).

Art. 22Severability

If any of the provisions of these T&Cs is declared null, invalid or unenforceable by a competent court, such nullity, invalidity or unenforceability shall in no way affect the validity and enforceability of the other provisions, which retain their full effect.

In such a case, the Parties undertake to negotiate in good faith a replacement provision that, as far as possible, produces effects equivalent to those of the discarded provision, while respecting the spirit and overall balance of these T&Cs.

Art. 23Entire agreement

These T&Cs, the service contract and the DPA constitute the entire agreement between the Parties relating to their subject matter. They replace and supersede any prior undertaking, correspondence, proposal, negotiation or agreement, written or oral, relating to the same subject matter.

No statement, promise or undertaking made by one of the Parties prior to the signing of the service contract may be relied on against the other Party, unless it has been expressly incorporated into one of the contractual documents mentioned in this article.

The contractual documents applicable between the Parties are, in decreasing order of priority in the event of a contradiction:

• the service contract and its special conditions;
• the DPA appended to the service contract;
• these T&Cs;

Art. 24Amendment of the T&Cs

24.1 — Droit de modification

The Service Provider reserves the right to amend these T&Cs at any time in order to adapt them to changes in its business, its services or the applicable legal and regulatory framework, in particular regarding the protection of personal data (GDPR) and artificial intelligence (AI Act).

24.2 — Entrée en vigueur

Any amended version of the T&Cs takes effect on the date indicated on the document. The T&Cs applicable to a service are those in force on the date the corresponding service contract is signed.

Amendments to the T&Cs do not apply to service contracts in the course of performance, nor to post-deployment support contracts already subscribed to, unless agreed in writing by both Parties.

24.3 — Informing the Client

For ongoing post-deployment support contracts, the Service Provider informs the Client of any substantial change to the T&Cs in writing, with a minimum of thirty (30) days' notice before the new provisions take effect. A Client who does not accept the changes may terminate the post-deployment support contract under the conditions provided for in article 17.3 of these T&Cs.

24.4 — Version applicable

In the event of a dispute, the applicable version of the T&Cs is the one in force on the date the relevant service contract was signed. Each version of the T&Cs is dated and numbered. The Service Provider keeps a history of previous versions and makes it available to the Client on request.