OptiValue.ai Terms of Service

Preamble

SMART GLOBAL GOVERNANCE has developed an Artificial Intelligence platform (“OptiValue.ai”) designed to generate responses to audit, compliance, and tender questionnaires based on the Client’s internal documentation.
These Terms of Service (hereinafter referred to as the “Agreement” or “Terms”) define the contractual framework governing the use of this platform.

Article 1 – Identification of the Parties

These Terms govern the relationship between:

SMART GLOBAL GOVERNANCE, a simplified joint-stock company (société par actions simplifiée) with a share capital of €3,350,535.32, registered with the Grasse Trade and Companies Register under number 853 951 556, having its registered office at 300 rue du Vallon, 06560 Valbonne, France (“SMART GLOBAL”),

AND

Any legal entity or professional individual using the OptiValue.ai platform accessible online (“the Client”).

Article 2 – Definitions

Subscription: A plan (Team, Business, or Corporate) granting access to Projects for a defined period (monthly or annual). “Unlimited” access is subject to reasonable use, ensuring stable performance for all users.

Knowledge Base: The repository where the Client stores its Client Data, forming the contextual foundation enabling the AI to generate accurate responses.

Client Data: All documents, files, and information uploaded by the Client to the Platform (also referred to as Input Data).

DPA (Data Processing Agreement): The agreement governing data processing obligations between the Parties, in accordance with the GDPR.

Free Trial: A one-time, non-renewable, fourteen (14)-day period of free access allowing the Client to test the Platform without project limitation, commitment, or payment.

Plan: The service package selected by the Client, which may be a “Pack” or a “Subscription.”

Pack (or One-Time Offer): A prepaid plan. Associated credits are valid for twelve (12) months from the purchase date.

Security Assurance Plan (SAP): The document describing the technical and organizational measures implemented by SMART GLOBAL to ensure service security.

OptiValue.ai Platform: The Artificial Intelligence (AI) assistance solution provided by SMART GLOBAL, available primarily as a SaaS solution, or on-premise for certain offers.

Project: Any questionnaire (audit, compliance, or tender) processed through the Platform.

Result: Any data, report, response, or content generated by OptiValue.ai from the Client Data.

SLA (Service Level Agreement): The service performance commitment document available on the website.

Internal Use: Use of the Platform by the Client solely to process questionnaires (audit, compliance, tenders) received by or initiated by the Client in connection with its own business and operational activities. This includes sharing the Results with relevant third parties (such as the Client’s customers, auditors, or regulatory authorities) who are the intended recipients of those questionnaires.
This explicitly excludes using the Platform to process data or generate Results on behalf of third-party entities as part of a service offering (“Service Bureau” mode).

Article 3 – Purpose and Acceptance of the Terms

These Terms set out the legal, technical, and financial conditions under which SMART GLOBAL provides access to the OptiValue.ai Platform to the Client.

The Client expressly accepts these Terms, as well as the SLA and the DPA, when registering or subscribing to a Plan, through explicit electronic acceptance.
Acceptance of these Terms constitutes acceptance of the entire contractual framework.

In the event of any contradiction between documents, these Terms shall prevail over any other document, unless a specific negotiated agreement provides otherwise (e.g., a Corporate Quote).

Article 4 – Free Trial

4.1. Eligibility

The Free Trial is strictly reserved for users with a valid professional email address. It may only be granted once per Client (whether a single legal entity or an independent professional). Public email domains are excluded.
SMART GLOBAL reserves the right to verify eligibility and to terminate, without notice, any non-compliant account or any attempt to circumvent this one-time limitation.

4.2. Terms of Use

SMART GLOBAL offers a one-time, fourteen (14)-day Free Trial with no limit on the number of Projects. No payment information is required.
At the end of this period, access will be suspended unless the Client subscribes to a paid Plan.

Article 5 – Access, Security, and Responsibilities

5.1. Access Management and Client Responsibility

Access to the Platform requires credentials (login and password) that are strictly personal, confidential, and non-transferable.
The Client is solely responsible for maintaining the confidentiality of its credentials and those of its authorized users.
The Client bears full responsibility for all activities carried out on the Platform through its user accounts, whether authorized or not, lawful or unlawful.

The Client undertakes to immediately notify SMART GLOBAL of any suspected unauthorized use or compromise of its accounts.

5.2. Platform Security (SMART GLOBAL Commitments)

SMART GLOBAL undertakes to implement appropriate technical and organizational measures to ensure the security and confidentiality of Client Data and Results.
These measures are described in SMART GLOBAL’s Security Assurance Plan (SAP), which is available to the Client upon justified request.

Article 6 – Prohibited Uses (Acceptable Use Policy)

The Client expressly agrees not to use the Platform, and not to allow its users to use the Platform, for any of the following purposes:

• Uploading, storing, or processing Client Data that is illegal, infringing, defamatory, or that violates privacy or the rights of third parties.
• Introducing viruses, Trojan horses, or any other malicious code likely to damage or disrupt the Platform.
• Conducting penetration testing, vulnerability assessments, or load testing without SMART GLOBAL’s prior written authorization.
• Using the Platform to develop a competing service or to perform competitive benchmarking intended for publication.
• Assigning, reselling, renting, sublicensing, or otherwise making access to the Platform available, in whole or in part, to any third party.
• Using the Platform in “Service Bureau,” “Managed Services,” or “Outsourcing” mode. Specifically, it is prohibited to use a Subscription (including unlimited Team or Business offers) to process questionnaires or generate Results on behalf of, or for the direct benefit of, other legal entities as part of a paid or unpaid commercial service.
• Developing or marketing a derivative service based on access to the Platform or on massively generated Results without an approved partnership agreement.
• Using a Subscription to share or pool access to the service among multiple distinct legal entities that are not explicitly declared (except as provided under authorized Multi-Entity Business or Corporate offers).
• Circumventing or attempting to circumvent security measures, authentication mechanisms, or usage limitations (including the scope of Internal Use) associated with the subscribed Plan.

Any breach of this Article may result in the immediate suspension of access to the Platform without prior notice or compensation, and/or forced migration to an appropriate Corporate Plan, or termination of the Agreement at the Client’s fault.

Article 7 – Financial and Pricing Terms

7.1. Available Plans

The applicable prices are those in effect on the date of the order.

Packs (One-Time Offers): Payment is due in full upfront. Project credits are valid for twelve (12) months from the date of purchase. Unused credits after this period are permanently forfeited and non-refundable.

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

7.2. Payment Terms

For Subscriptions, the Client may choose between annual upfront payment (with discount) or monthly payment (at the start of each billing period).
Any late payment shall automatically incur late-payment interest equal to three times the legal interest rate, as well as a fixed recovery fee of €40.

7.3. Renewal of Subscriptions

Subscriptions renew automatically (tacit renewal) at the end of each term for an identical duration.
THE CLIENT MAY CANCEL THIS AUTOMATIC RENEWAL AT ANY TIME before the renewal date (see Article 16).
Cancellation takes effect at the end of the current billing period.

7.4. Price Adjustment

Each year, on January 1st, SMART GLOBAL will review Subscription prices based on the SYNTEC index.
The new price is calculated as follows:

New Price = Previous Price × (Latest Published SYNTEC Index / SYNTEC Index from the Previous Adjustment)

If the resulting increase is less than 5%, a minimum increase of 5% will apply.

Article 8 – Data Ownership and AI Use

8.1. Ownership of Client Data

The Client remains the sole owner of all Client Data uploaded to the Platform.
Subject to compliance with these Terms (particularly Article 9), the Client also owns the Results generated by the Platform from its Client Data.
SMART GLOBAL claims no ownership rights over Client Data or Results.

8.2. License Granted to SMART GLOBAL

The Client grants SMART GLOBAL a non-exclusive, worldwide license to host, store, and process the Client Data solely as necessary to provide the Service and technical support.

8.3. AI Training Policy (Confidentiality Commitment)

SMART GLOBAL FORMALLY COMMITS NOT TO USE the Client’s Data or Results to train, improve, or develop its global AI models or those of its technology partners.
Each processing instance is fully segregated to guarantee the confidentiality of the Client’s strategic information.

8.4. Usage Data and Technical Metadata

SMART GLOBAL collects technical metadata and usage data (logs, connection statistics, feature usage, and processing volumes).
Such data is aggregated and anonymized and used solely to monitor Platform performance, enhance security, improve user experience, and guide future service developments.

Article 9 – International Sales

The Client explicitly agrees to the exclusive application of French law to this Agreement and acknowledges that data processing is performed from France (or, where applicable, from the geographic region selected by the Client under a regionalized SaaS offering).

The Client assumes full responsibility for compliance with any regulations applicable in its own country.

Article 10 – Intellectual Property Rights of SMART GLOBAL

SMART GLOBAL retains all intellectual property rights to OptiValue.ai, its artificial intelligence models (excluding Client Data), algorithms, source code, and associated content.

The Client is granted only a non-exclusive, non-transferable, non-assignable, and revocable license to use the Platform, in accordance with the subscribed Plan.
This license is strictly limited to Internal Use, as defined in Article 2.

The “unlimited” nature of certain Subscriptions (e.g., number of projects or users) applies exclusively within this Internal Use framework.
It does not grant the right to commercially exploit the Platform for the benefit of third parties.
Any use outside the scope of Internal Use—particularly use in “Service Bureau” mode (see Article 6)—requires the execution of a Corporate Plan or a specific partnership agreement with SMART GLOBAL.

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

Article 11 – Client Responsibility for Results

The use of the Results is under the sole responsibility of the Client.
As OptiValue.ai is a generative AI–based assistance tool, the Client must always verify the accuracy, relevance, and compliance of the Results before any professional use.

SMART GLOBAL provides no warranty regarding the suitability of the Results for the Client’s specific objectives or intended uses.

Article 12 – Availability and Maintenance

Service availability is guaranteed in accordance with the Service Level Agreement (SLA) published on the website.

Technical support and customer assistance — including onboarding with a Customer Success Manager (CSM) — are included in paid Plans, under the conditions set forth in the applicable pricing offer or the corresponding quote.

Article 13 – Disclaimer of Warranties

Except for the warranties expressly set forth in the SLA, the OptiValue.ai Platform is provided “AS IS” and “AS AVAILABLE.”

SMART GLOBAL expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.

SMART GLOBAL does not warrant that the operation of the Platform will be uninterrupted or error-free, nor that all defects will be corrected.

Article 14 – Limitation of Liability

Given that OptiValue.ai uses generative artificial intelligence, SMART GLOBAL disclaims all liability for the absolute accuracy or completeness of the Results (see Article 11).

SMART GLOBAL’s liability is strictly limited to direct and foreseeable damages arising from a breach of its contractual obligations.

IN ANY EVENT, SMART GLOBAL’S TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY SMART GLOBAL FROM THE CLIENT FOR THE MOST RECENT SUBSCRIPTION PERIOD (MONTHLY OR ANNUAL), OR, WHERE APPLICABLE, TO THE PRICE OF THE MOST RECENT PACK PURCHASED BY THE CLIENT PRIOR TO THE CLAIM.

Under no circumstances shall SMART GLOBAL be held liable for indirect or consequential damages, including but not limited to loss of business, loss of data, loss of revenue, loss of customers, or commercial prejudice.

Article 15 – Personal Data Protection (GDPR)

The Parties acknowledge that, when personal data is included in the Client Data, the Client acts as the “Data Controller” and SMART GLOBAL acts as the “Data Processor”, within the meaning of the General Data Protection Regulation (GDPR – Regulation (EU) 2016/679).

SMART GLOBAL guarantees full compliance with the GDPR.
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 forms an integral part of these Terms.

Acceptance of these Terms constitutes acceptance of the DPA.

Article 16 – Term and Termination

16.1. Packs

Packs are not subject to any commitment period.
Credits automatically expire twelve (12) months after their purchase date if unused, or once all credits have been consumed.

16.2. Termination of Subscriptions by the Client (Cancellation of Renewal)

The Client may terminate its Subscription (cancel automatic renewal) at any time.
The request must be made before the renewal date, either:

• directly through the Client’s online account, or
• by registered mail with acknowledgment of receipt sent to SMART GLOBAL’s registered address.

Termination takes effect at the end of the current billing period (monthly or annual).
Service access remains active until that date.
All amounts already paid remain acquired by SMART GLOBAL, and no pro-rata refund shall be made.

16.3. Termination for Breach

In the event either Party fails to perform any of its essential contractual obligations (including, without limitation, compliance with Article 6 – Prohibited Uses or payment obligations), and fails to remedy such breach within thirty (30) days following written notice by registered letter with acknowledgment of receipt, the other Party may terminate the Agreement by operation of law.

In the event of non-payment or serious breach, SMART GLOBAL reserves the right to immediately suspend access to the Platform.

Article 17 – Data Reversibility and Retention

Upon termination of the Agreement, for any reason whatsoever, SMART GLOBAL undertakes to ensure data reversibility in accordance with its Security Assurance Plan (SAP), Section 15.

Data Retrieval Period

For a period of thirty (30) days following the effective termination date (as per SAP §15.1), the Client may retrieve all its Client Data and Results.

Data Return Process

Data return is free of charge.
Client Data may be exported in standard open formats such as CSV, JSON, or Excel.

Data Deletion

After the thirty (30)-day retrieval period, SMART GLOBAL shall permanently and securely delete all Client Data and Results from its active systems and backups (in accordance with SAP §15.2).
SMART GLOBAL undertakes to retain no copies, except for data required to comply with legal obligations (e.g., invoicing records).

Article 18 – Force Majeure

Neither Party shall be held liable for the non-performance of its obligations if such non-performance results from an event constituting force majeure, as defined by French law and jurisprudence.

Article 19 – Confidentiality

Both Parties undertake to maintain strict confidentiality regarding all information exchanged (including Client Data and Results) during and after the term of this Agreement.

SMART GLOBAL shall impose identical confidentiality obligations on its employees and any subcontractors involved in the performance of the Agreement.

Article 20 – Insurance

SMART GLOBAL certifies that it has taken out a Professional Civil Liability Insurance policy with a financially sound insurance company, covering material and immaterial damages that may arise from the performance of this Agreement.

Article 21 – Commercial References

Unless the Client provides written notice of refusal, SMART GLOBAL is authorized to use the Client’s trade name and logo as a commercial reference in its communication materials (including its website and brochures), without any compensation or remuneration.

Article 22 – Amendments to the Terms

SMART GLOBAL may amend these Terms.
ANY SUBSTANTIAL AMENDMENT SHALL BE NOTIFIED TO THE CLIENT AND SHALL REQUIRE THE CLIENT’S EXPLICIT ACCEPTANCE in order to continue using the service.

Article 23 – General Provisions

Severability (Partial Invalidity):
If any provision of these Terms is held invalid or unenforceable by a competent authority, such provision shall be deemed severed, without affecting the validity of the remaining provisions.

No Waiver:
Failure by either Party to enforce any provision or to exercise any right under this Agreement shall not constitute a waiver of such provision or right.

Terms of Use (TOU):
The Client also agrees to the Terms of Use available on the website.
In the event of any conflict, these Terms of Service shall prevail over the Terms of Use.

Article 24 – Governing Law and Dispute Resolution

These Terms are governed exclusively by French law.

Any dispute not resolved amicably shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC, Paris), in the French language, by a sole arbitrator.
The seat of arbitration shall be Paris, France.