General terms of service Optivalue.ai

PREAMBLE

SMART GLOBAL GOVERNANCE has developed an Artificial Intelligence platform (Optivalue.ai) to generate responses for audit, compliance and tender questionnaires, based on the Customer's internal documents. These General Terms of Service (GCS) define the contractual framework for the use of this platform.

Article 1 — Identification of the Parties

These General Conditions govern the relationships between:

SMART GLOBAL GOVERNANCE, a simplified joint stock company with a capital of €3,350,535.32 with a capital of €3,350,535.32, registered office located at 300 rue du Vallon, 06560 Valbonne, France (“SMART GLOBAL”),

AND

Any professional legal or natural person using the Optivalue.ai platform accessible online (“The Customer”).

Article 2 — Definitions

Subscription: Formula (Team, Business, or Corporate) allowing access to Projects over a defined period (monthly or annual). “Unlimited” access is subject to reasonable use to ensure stable performance for all users.

Knowledge base: Space where the Customer stores their Customer Data, constituting the context for AI to generate accurate answers.

Customer Data: All documents, files and information uploaded by the Customer to the Platform (also called Input Data).

DPA (Data Processing Agreement): Data Processing Agreement, defining the obligations of the Parties in accordance with the RGPD.

Free Trial: A one-time and non-renewable period of free access of thirty (30) days to test the Platform without limiting the number of Projects, without commitment or payment.

Formula: The service offer chosen by the Customer, which may be a “Pack” or a “Subscription”.

Pack (or One-Time Offer): Prepaid formula. The associated credits are valid for twelve (12) months from the date of purchase.

PAS (Security Assurance Plan): Document describing the technical and organizational measures implemented by SMART GLOBAL to ensure the security of the service.

Optivalue.ai platform: Artificial Intelligence (AI) assistance solution, offered by SMART GLOBAL, accessible mainly in SaaS, or On-premise for some offers.

Project: Any questionnaire (audit, compliance, call for tenders) processed via the platform.

Outcome: Any data, report, response, or content generated by Optivalue.ai based on Customer Data.

SLA: Service Level Agreement available on the website.

Internal Use: Use of the Platform by the Customer exclusively to process questionnaires (audit, compliance, tenders) sent to the Customer or initiated by the Customer in the direct context of its own operational and commercial activities. This includes the communication of the Results to the third parties concerned (Customer's customers, auditors, regulatory bodies) to whom these questionnaires are addressed. This expressly excludes the use of the Platform to process data or generate Results on behalf of third party entities as part of a service provision (“Service Bureau” mode).

Article 3 — Purpose and Acceptance of the CGS

These CGS define the legal, technical and financial conditions under which SMART GLOBAL makes Optivalue.ai available to the Customer.

The Customer expressly accepts these T&Cs, as well as the SLA and the DPA, when registering or subscribing to a Formula, by explicit electronic acceptance. Acceptance of the CGS implies acceptance of the entire contractual agreement. In case of contradiction, these CGS prevail over any other document, except for a specific negotiated agreement (e.g.: Corporate Quote).

Article 4 — Free trial

4.1. Eligibility

The Free Trial is strictly for users with a valid business email address. It is only granted once per Customer (same independent legal or professional entity). Public areas are excluded. SMART GLOBAL reserves the right to verify eligibility and to close any non-compliant accounts or attempts to circumvent this unique limitation without notice.

4.2. Modalities

SMART GLOBAL offers a unique thirty (30) day Free Trial with no limitation on the number of Projects. No payment information is required. At the end of this period, access is suspended unless you subscribe to a paid Plan.

Article 5 — Access, Security and Responsibilities

5.1. Access Management and Customer Responsibility

Access to the Platform requires identifiers (login and password) that are strictly personal, confidential and non-transferable. The Customer is solely responsible for maintaining the confidentiality of its identifiers and those of its users. The Customer is fully responsible for any activity carried out on the Platform via its user accounts, whether legal or not. The Customer undertakes to immediately notify SMART GLOBAL in the event of suspicion of unauthorized use or compromise of its accounts.

5.2. Platform Security (SMART GLOBAL Commitments)

SMART GLOBAL is committed to implementing appropriate technical and organizational measures to ensure the security and confidentiality of Customer Data and Results. These measures are detailed in SMART GLOBAL's Security Assurance Plan (PAS), which is available to the Customer upon justified request.

Article 6 — Prohibited Uses (Acceptable Use Policy)

The Customer is formally prohibited, and undertakes to prohibit its users, from using the Platform to:

• Upload, store, or process Customer Data that is unlawful, counterfeit, defamatory, or violates the privacy or rights of third parties.
• Attempt to introduce viruses, Trojan horses or any other malicious code that may damage the Platform.
• Conduct penetration tests (pentests), vulnerability analyses, or load tests without the prior written permission of SMART GLOBAL.
• Use the Platform in order to develop a competing service or to carry out competitive benchmarking operations intended to be published.
• Transfer, resell, rent, sublicense or make available access to the Platform, by all or part of it, to third parties.
• Use the Platform in “Service Office”, “Outsourcing” or “Outsourcing” mode. This means that it is forbidden to use a Subscription (in particular unlimited Team or Business offers) to process questionnaires or generate Results on behalf of and for the direct benefit of other legal entities, as a commercial service provision (expensive or free).
• Develop or market a derivative service based on access to the Platform or on Massively generated Results, without a partnership agreement.
• Use the Subscription to pool access to the service for several distinct undeclared legal entities (except in cases explicitly provided for in Business or Corporate Multi-Entity offers).
• Bypass or attempt to circumvent the security measures, authentication or use limitations (including the scope of Internal Use) of the Subscribed Formula.

Any breach of this article may result in the immediate suspension of access to the Platform, without notice or compensation, and/or forced migration to an adapted Corporate Offer, or the termination of the contract at the expense of the Customer.

Article 7 — Financial and pricing conditions

7.1. Proposed formulas

The applicable rates are those in force on the day of the order.

Packs (Punctual Offer): Single advance payment. Project credits are valid for twelve (12) months. Credits not used at the end of this period are definitively lost and not refundable.

Subscriptions (Team, Business, Corporate): Subscription for a fixed term, monthly or annual, starting from the date of subscription.

7.2. Payment methods

For Subscriptions, the Customer can choose between an annual advance payment (with discount) or a monthly payment (start of period). Any late payment will automatically result in the application of late payment penalties equal to three times the legal interest rate, as well as a fixed compensation for recovery costs of €40.

7.3. Renewing Subscriptions

The Subscription is automatically renewed (tacit renewal) on its due date for identical periods. THE CUSTOMER MAY CANCEL THIS AUTOMATIC RENEWAL AT ANY TIME before the due date (see Article 16). Cancellation takes effect at the end of the current billing period.

7.4. Revision of prices

Every year, on January 1, SMART GLOBAL reviews Subscription prices based on the SYNTEC index. The new rate is calculated according to the formula: New Price = Old Price * (Last published SYNTEC Index/SYNTEC Index from the previous revision). If the resulting increase is less than 5%, a floor increase of 5% will be applied.

Article 8 — Data Ownership and Use by AI

8.1. Ownership of Customer Data

The Customer remains the sole owner of all the Customer Data that he uploads to the Platform. Subject to compliance with these CGS (in particular Article 9), the Customer is also the owner of the Results generated by the Platform from its Customer Data. SMART GLOBAL does not claim ownership of Customer Data or Results.

8.2. User License Granted to SMART GLOBAL

The Customer grants SMART GLOBAL a non-exclusive and worldwide license to host, store, and process Customer Data, only to the extent necessary for the provision of the service and the provision of technical support.

8.3. Artificial Intelligence Training Policy (Confidentiality)

SMART GLOBAL FORMALLY UNDERTAKES NOT TO USE CUSTOMER DATA OR CUSTOMER RESULTS TO TRAIN, IMPROVE, OR DEVELOP ITS GLOBAL ARTIFICIAL INTELLIGENCE MODELS OR THOSE OF ITS TECHNOLOGICAL PARTNERS. Each treatment is compartmentalized at the Customer's instance to guarantee the confidentiality of strategic information.

8.4. Usage Data and Technical Metadata

SMART GLOBAL collects technical metadata and usage data (logs, connection statistics, functionalities used, volumes processed). This data is used in an aggregated and anonymized manner to monitor the performance of the Platform, improve security, user experience, and guide future developments of the service.

Article 9 — International sale

The Customer explicitly accepts the exclusive application of French law, acknowledges being informed of the data processing carried out from France (or the geographical region selected by the Customer as part of an offer with SaaS regionalization), and assumes responsibility related to the regulations applicable in his country.

Article 10 — SMART GLOBAL Intellectual Property

SMART GLOBAL owns all intellectual property rights to Optivalue.ai, its AI (excluding Customer data), its algorithms, its source code and its associated content.

The Customer only has a non-exclusive, non-transferable, non-transferable, non-transferable and revocable license to use the Platform, in accordance with the Subscribed Formula. This license is strictly limited to Internal Use (as defined in Article 2).

The “unlimited” nature (number of projects, number of users) of Subscriptions applies exclusively in the context of this Internal Use. It does not include the right to commercially exploit the Platform for the benefit of third parties. Any use outside the scope of Internal Use, in particular operation in Service Office mode (see Article 6), requires the subscription of a Corporate Offer or a specific partnership contract with SMART GLOBAL.

Any attempt to access the source code by reverse engineering, decompilation, or disassembly is strictly prohibited.

Article 11 — Customer Responsibility for Results

The use of the Results is the sole responsibility of the Customer. As Optivalue.ai is a support tool based on generative AI, the Customer must systematically check the accuracy, relevance and compliance of the Results before any professional use. SMART GLOBAL does not provide any guarantee as to the adequacy of the Results to the specific objectives of the Customer.

Article 12 - Availability and Maintenance

Availability guaranteed according to the SLAs published on the website.

Technical support and support (in particular Onboarding with a Customer Success Manager - CSM) are included in the paid formulas, according to the terms defined in the current price offer or the quotation.

Article 13 — Exclusion of Guarantees

Except for the guarantees explicitly mentioned in the SLA, the Optivalue.ai Platform is provided “AS IS” (AS IS) and “AS AVAILABLE” (AS AVAILABLE). SMART GLOBAL disclaims all implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. SMART GLOBAL does not guarantee that the operation of the Platform will be uninterrupted or error-free, or that all anomalies will be corrected.

Article 14 - Limitation of liability

Since Optivalue.ai uses generative AI, SMART GLOBAL declines all responsibility for the absolute accuracy or completeness of the results (see Article 11).

SMART GLOBAL's liability is limited to direct and foreseeable damages resulting from a breach of its contractual obligations.

IN ANY EVENT, SMART GLOBAL'S GLOBAL LIABILITY IS CAPPED AT THE TOTAL AMOUNT ACTUALLY COLLECTED BY SMART GLOBAL FROM THE CUSTOMER CORRESPONDING TO THE LAST SUBSCRIPTION PERIOD (MONTHLY OR ANNUAL) OR TO THE PRICE OF THE LAST PACK PURCHASED, PRECEDING THE CLAIM.

SMART GLOBAL cannot under any circumstances be held responsible for indirect damages, such as operating loss, data loss, loss of turnover, loss of customers or commercial damage.

Article 15 — Protection of personal data (RGPD)

The Parties acknowledge that the Customer acts as a “Data Controller” (Controller) and SMART GLOBAL as a “Processor” within the meaning of the GDPR, when personal data is included in the Customer Data.

SMART GLOBAL guarantees full compliance with the RGPD. The respective obligations of the Parties regarding the processing of personal data are defined in the Data Processing Agreement (DPA) provided by SMART GLOBAL, which is an integral part of these GCS. Acceptance of the CGS implies acceptance of the DPA.

Article 16 - Duration and Termination

16.1. Packs

The Packs do not have a commitment period. Credits automatically expire twelve (12) months after purchase if they are not used, or when all credits are consumed.

16.2. Cancellation of Subscriptions by the Customer (Cancellation of renewal)

The Customer may cancel their Subscription (cancel the automatic renewal) at any time. The request must be made prior to the renewal date:

• Or directly from his online customer account.
• Or by registered mail with acknowledgement of receipt to the address of SMART GLOBAL.

Cancellation takes effect at the end of the current billing period (monthly or annual). Access to the service is maintained until this date. The amounts already paid remain with SMART GLOBAL and no pro rata reimbursement will be made.

16.3. Termination for breach

In the event of a breach by one of the Parties of its essential contractual obligations (in particular compliance with Article 6 - Prohibited Uses or non-payment), not repaired within thirty (30) days following notification by registered letter with AR, the other Party may terminate the contract by operation of law. In the event of non-payment or a serious violation, SMART GLOBAL reserves the right to immediately suspend access to the Platform.

Article 17 - Reversibility and Fate of Data

At the end of the contract, for any reason whatsoever, SMART GLOBAL undertakes to ensure the reversibility of the Customer's data, in accordance with its PAS (Section 15).

Recovery Period: For a period of thirty (30) days following the effective date of termination (in accordance with PAS 15.1), the Customer may recover all of its Customer Data and its Results.

Return methods: The return is free. Data can be exported in open standard formats such as CSV, JSON, and Excel.

Destruction of Data: At the end of this period of thirty (30) days, SMART GLOBAL will proceed with the permanent and secure deletion of all Customer Data and Customer Results from its active systems and backups (in accordance with PAS 15.2). SMART GLOBAL undertakes not to keep any copies, subject to the data that must be kept to comply with legal obligations (e.g. billing data).

Article 18 - Force majeure

None of the Parties can be held responsible in the event of non-performance of its obligations due to an event constituting a case of force majeure according to French law and case law.

Article 19 — Confidentiality

The Parties undertake to strictly maintain the confidentiality of the information exchanged (including Customer Data and Results) during and after the term of the contract. SMART GLOBAL imposes the same confidentiality obligations on its staff and any subcontractors.

Article 20 — Insurance

SMART GLOBAL certifies that it has taken out Professional Civil Liability insurance with a well-known solvent insurance company, covering material and intangible damage that may result from the execution of this contract.

Article 21 — Commercial references

Unless there is a written refusal notified by the Customer, SMART GLOBAL is authorized to use the Customer's trade name and logo as a commercial reference on its communication media (website, brochures), without remuneration.

Article 22 — Modification of the CGS

SMART GLOBAL may modify these T&Cs. ANY SUBSTANTIAL CHANGES WILL BE NOTIFIED TO THE CUSTOMER AND WILL REQUIRE EXPLICIT ACCEPTANCE BY THE CLIENT in order to continue using the service.

Article 23 — General provisions

Indivisibility (Partial Nullity): If one of the clauses of these CGS is declared void or inapplicable by a competent authority, it will be deemed unwritten, without affecting the validity of the other provisions of the contract.

Non-renunciation: The fact that one of the Parties does not rely on a breach by the other Party of any of its obligations cannot be interpreted as a waiver of the obligation in question.

General Terms of Use (CGU): The Customer also accepts the CGU available on the website. In case of contradiction, these T&Cs prevail over the T&Cs.

Article 24 — Applicable law and dispute resolution

These CGS are governed exclusively by French law.

Any dispute not resolved amicably will be definitively settled by arbitration according to the Arbitration Rules of the International Chamber of Commerce (ICC of Paris), in French, by sole arbitrator. The seat of arbitration will be Paris, France.

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