General Terms of Service Optivalue.ai
PREAMBLE
OPTIVALUE (as defined in Article 1) has developed an Artificial Intelligence platform (hereinafter the "Optivalue.ai Platform" or simply "Optivalue.ai") that enables the mobilization of an organization's internal knowledge through specialized AI agents, covering in particular the generation of responses to audit, compliance and tender questionnaires, document analysis and decision support, based on the Customer's internal documents. These General Terms of Service (GTS) define the contractual framework for the use of this platform.
Article 1 — Identification of the Parties
These General Terms govern the relationship between:
Optivalue.ai, 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 (hereinafter "OPTIVALUE"),
AND
Any legal entity or professional natural person using the Optivalue.ai platform accessible online ("The Customer").
Article 2 — Definitions
Subscription: Subscription to the Optivalue.ai Platform whose scope (components, term, limits) is defined in the Quote signed by the Parties. The initial term is specified in the Quote and the Subscription is renewed for successive periods of duration identical to the initial term, unless terminated in accordance with Article 6.4. "Unlimited" user access is understood subject to reasonable use intended to ensure stable performance for all users.
Custom Agent: AI Agent trained on the Customer's proprietary references, manuals or document repositories, operating in addition to the Platform's standard agents. The Customer owns the training data; OPTIVALUE retains ownership of the Agent's technical architecture.
Knowledge Base: Space where the Customer stores its Customer Data, constituting the context that enables the AI to generate accurate responses.
Customer Data: All documents, files and information uploaded by the Customer to the Platform (also referred to as Input Data).
DPA (Data Processing Agreement): Data Processing Agreement, defining the Parties' obligations in accordance with the GDPR.
Knowledge Space: An isolated perimeter within the Platform, comprising a separate document corpus, access permissions and AI learning. Each Space constitutes a separate logical instance. Each Space includes the indexing of a maximum number of pages as defined in the Quote (10,000 pages by default).
Page Extension: Additional pack of indexed pages (10,000 pages per pack) for a Knowledge Space, billed in addition to the Subscription.
Document Limit: Maximum number of indexed pages per Knowledge Space, as defined in the Quote. Beyond this limit, the Customer must subscribe to Page Extensions.
AI Buyout Option: Right for the Customer to acquire the AI instance trained on its data at the end of the contract, under the conditions defined in the Quote and in Article 6.5.
Page: Documentary unit of measurement corresponding to three thousand five hundred (3,500) characters, including spaces, of extractable textual content. The number of Pages of a document is computed by the Platform based on the text actually extracted and indexed, according to the following rules: (i) running text: counted as extracted from the source document; (ii) tables: the textual content of each cell is counted; (iii) images and scanned documents: the text extracted by optical character recognition (OCR) is counted; images with no extractable textual content are not counted; (iv) presentations (slides): the textual content of each slide is counted. The number of Pages consumed is visible in real time in the management interface of each Knowledge Space. In the event of a dispute, the calculation performed by the Platform shall prevail, save manifest error.
Sector Pack: Additional module activating the specialized AI agents, templates and workflows specific to an industry sector (e.g. Banking, Insurance, Defense, Pharma).
SAP (Security Assurance Plan): Document describing the technical and organizational measures implemented by OPTIVALUE to ensure the security of the service.
Optivalue.ai Platform: Artificial Intelligence (AI) assistance solution offered by OPTIVALUE, primarily accessible in SaaS, or On-premise for certain offerings. The Platform includes the standard business agents, a coordinating agent, one (1) included Knowledge Space, and unlimited user access.
Project: Any questionnaire (audit, compliance, tender) or any documentary use case processed through the Platform.
Output: Any data, report, response or content generated by Optivalue.ai from the Customer Data.
SLA: Service Level Agreement available on the website. The Premium SLA is a paid option offering an enhanced level of service and a dedicated Customer Success Manager (CSM).
Internal Use: Use of the Platform by the Customer exclusively to process questionnaires (audit, compliance, tenders) addressed to the Customer or initiated by the Customer in the direct framework of its own operational and commercial activities. This includes the communication of Outputs to the third parties concerned. This expressly excludes use in "Service Bureau" mode.
Article 3 — Purpose and Acceptance of the GTS
These GTS define the legal, technical and financial conditions under which OPTIVALUE makes Optivalue.ai available to the Customer.
The Customer expressly accepts these GTS, as well as the SLA and the DPA, upon registration or subscription to a Plan, through explicit electronic acceptance. Acceptance of the GTS constitutes acceptance of the entire contractual agreement. In the event of contradiction, these GTS shall prevail over any other document, except for a specifically negotiated agreement (e.g. Corporate Quote).
Article 4 — Access, Security and Responsibilities
4.1 Access management and customer responsibility
Access to the Platform requires credentials (login and password) which are strictly personal, confidential and non-transferable. The Customer is solely responsible for preserving the confidentiality of its credentials and those of its users. The Customer is fully responsible for any activity carried out on the Platform via its user accounts, whether lawful or not. The Customer undertakes to notify OPTIVALUE immediately in the event of suspected unauthorized use or compromise of its accounts.
4.2 Platform security
OPTIVALUE undertakes to implement appropriate technical and organizational measures to ensure the security and confidentiality of Customer Data and Outputs. These measures are detailed in OPTIVALUE's Security Assurance Plan (SAP), made available to the Customer upon justified request.
Article 5 — Prohibited Uses (Acceptable Use Policy)
The Customer formally undertakes, and undertakes to prohibit its users, from using the Platform to:
• Upload, store or process Customer Data that is unlawful, infringing, defamatory, or that violates the privacy or rights of third parties.
• Attempt to introduce viruses, Trojan horses or any other malicious code likely to damage the Platform.
• Carry out penetration tests (pentests), vulnerability scans or load tests without OPTIVALUE's prior written authorization.
• Use the Platform for the purpose of developing a competing service or carrying out competitive benchmarking operations intended for publication.
•nAssign, resell, rent, sublicense or make available access to the Platform, in whole or in part, to third parties.
• Use the Platform in "Service Bureau", "Managed Services" or "Outsourcing" mode.
• Develop or market a derivative service relying on access to the Platform or on Outputs generated en masse, without a partnership agreement.
• Use the Subscription to pool access to the service for several separate undisclosed legal entities (other than cases explicitly provided for in multi-space offerings as defined in the Quote).
•,Circumvent or attempt to circumvent the security, authentication measures or usage limits of the subscribed Plan.
• Use non-existent business email addresses.
• Exceed the Document Limit of a Knowledge Space without subscribing to the corresponding Page Extensions.
Any breach of this article may result in the immediate suspension of access to the Platform, without notice or compensation, and/or termination of the contract at the Customer's fault.
Article 6 — Financial and Pricing Terms
6.1 Subscription components
The Subscription to the Optivalue.ai Platform comprises the following components, the applicable rates of which are those defined in the Quote signed by the Parties:
• Platform (base): access to the Platform, including the standard business agents, the coordinating agent, one (1) Knowledge Space, and an unlimited number of users;
• Sector Pack: activation of the specialized agents, templates and workflows specific to the Customer's industry sector;
• Additional Knowledge Spaces: additional isolated spaces beyond the included space, billed on a tiered discount scale;
• Page Extensions: additional indexed page packs per Space, beyond the Document Limit defined in the Quote;
• Custom Agents (optional): AI agents trained on the Customer's proprietary references;
• Premium SLA + dedicated CSM (optional): enhanced service level with a dedicated Customer Success Manager.
6.2 One-off Services
In addition to the Subscription, the Customer may purchase non-recurring one-off services:
• IT Integration: development of connectors with the Customer's information systems (DMS, ERP, HRIS);
• Onboarding services: user training, initial configuration, document import;
• Consulting and advisory services: under the terms defined in a separate purchase order or amendment.
6.3 Payment terms
The Subscription is invoiced in accordance with the frequency defined in the Quote (annual by default), with advance payment at each billing due date. Any late payment shall automatically trigger the application of late payment penalties equal to three times the legal interest rate, as well as a fixed indemnity for recovery costs of €40.
6.4 Term and renewal of the subscription
The Subscription is entered into for the initial term defined in the Quote signed by the Parties. At the end of this initial term, the Subscription is automatically renewed (tacit renewal) for successive periods of duration identical to the initial term, unless terminated by either Party in accordance with the conditions set out below.
The renewal covers all subscribed components (Platform, Sector Pack, Spaces, Custom Agents, Premium SLA, Page Extensions).
THE CUSTOMER — AS WELL AS OPTIVALUE — MAY OBJECT TO THIS AUTOMATIC RENEWAL BY NOTIFYING THE OTHER PARTY AT LEAST THREE (3) MONTHS BEFORE THE EXPIRY DATE OF THE CURRENT PERIOD
(see Article 15). Failing termination within this period, the Subscription shall be automatically renewed for a new period of duration identical to the initial term, on the pricing terms in force at the renewal date (subject to Article 6.8).
6.5 AI Buyout Option
At the end of the contract, the Customer may exercise an option to acquire the AI instance trained on its Customer Data. The conditions are as follows:
• The price of the option is determined at the time of exercise, on the basis of three (3) times the annual recurring amount in force at the time of the notification of non-renewal;
• The option must be exercised by registered letter with acknowledgment of receipt within thirty (30) days following the notification of non-renewal by the Customer;
• The acquisition includes: the specialized models, the structured knowledge base, the Custom Agents where applicable, and the accumulated learning;
• The acquisition expressly excludes: the source code of the Platform, the standard business agents, future updates, and any license over OPTIVALUE's intellectual property;
• The technical delivery terms (formats, migration support) are defined in an amendment to the contract.
6.6 Invoicing Currncy
Invoicing is carried out in euros (EUR). If the Quote is issued in a foreign currency, the amounts in that currency are indicative at the conversion rate specified in the Quote. The rate applicable to invoicing is the rate in force on the date of issue of each invoice, unless otherwise agreed between the Parties.
6.7 Document limits and overages
Each Knowledge Space is subject to a Document Limit defined in the Quote (10,000 indexed pages per Space by default). In the event of overage:
• OPTIVALUE notifies the Customer when the usage rate reaches 80% and then 100% of the Document Limit;
• The Customer has thirty (30) days to subscribe to the necessary Page Extensions or to delete the excess documents;
• Failing rectification, OPTIVALUE reserves the right to suspend the indexing of new documents for the relevant Space, without affecting access to documents already indexed;
• The purchase of Page Extensions takes effect immediately and is invoiced pro rata for the remaining period of the current Subscription.
6.8 Price revision
Each year, on January 1st, OPTIVALUE revises the prices of Subscriptions based on the SYNTEC index. The new price is calculated according to the formula: New Price = Old Price × [1 + 2 × (Latest index / Previous index − 1) + 2%]. If the resulting increase is less than 5%, a floor increase of 5% shall be applied. This revision applies to all components of the Subscription (Platform, Sector Pack, Spaces, Custom Agents, Premium SLA, Page Extensions).
Article 7 — Data Ownership and Use by the AI
7.1 Ownership of customer data
The Customer remains the sole owner of all Customer Data uploaded to the Platform. Subject to compliance with these GTS, the Customer is also the owner of the Outputs generated by the Platform from its Customer Data. OPTIVALUE claims no ownership rights over the Customer Data or the Outputs.
7.2 License granted to optivalue
The Customer grants OPTIVALUE a non-exclusive, worldwide license to host, store and process the Customer Data, solely to the extent necessary for the provision of the service and the provision of technical support.
7.3 AI training policy (Confidentiality)
OPTIVALUE FORMALLY UNDERTAKES NOT TO USE THE CUSTOMER DATA OR THE CUSTOMER'S OUTPUTS TO TRAIN, IMPROVE OR DEVELOP ITS GLOBAL ARTIFICIAL INTELLIGENCE MODELS OR THOSE OF ITS TECHNOLOGY PARTNERS.
Each processing operation is siloed to the Customer's instance in order to guarantee the confidentiality of strategic information.
7.4 Irreversibility of learning
The Customer acknowledges and accepts that, due to the technical nature of Artificial Intelligence models, it is technically impossible to selectively remove specific data or content from a model once that model has integrated such data into its learning. As a result:
• The deletion of Customer Data from the Platform (by the Customer or at the end of the contract) entails the deletion of the source files and the search index, but cannot guarantee the erasure of any residual trace in the weights of the trained model;
• The Customer is solely responsible for ensuring that the Customer Data uploaded to the Platform complies with its legal and regulatory obligations, in particular regarding personal data protection (see Article 14);
• OPTIVALUE expressly recommends that the Customer not upload sensitive personal data (within the meaning of Article 9 of the GDPR) or data subject to professional secrecy without first carrying out appropriate anonymization or pseudonymization;
• In the event of the exercise of the right to erasure by a data subject (Article 17 of the GDPR), OPTIVALUE undertakes to delete the source data and the index, and to document the technical impossibility of selective deletion within the trained model, in accordance with the best-efforts obligation provided for by the GDPR.
7.5 Usage data and technical metedata
7OPTIVALUE collects technical metadata and usage data (logs, connection statistics, features used, volumes processed). This data is used on an aggregated and anonymized basis to monitor the Platform's performance, improve security, user experience, and guide future service developments.
Article 8 — International Sales
The Customer explicitly accepts the exclusive application of French law, acknowledges being informed of the data processing carried out from France (or from the geographic region selected by the Customer under a SaaS regionalization offering), and assumes responsibility related to the regulations applicable in its country.
Article 9 — OPTIVALUE's Intellectual Property
OPTIVALUE holds all intellectual property rights over Optivalue.ai, its AI (excluding Customer data), its algorithms, its source code and its associated content.
The Customer 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).
9.2 Intellectual property of custom agents
Regarding the Custom Agents developed under the Subscription:
• The Customer is and remains the owner of the Customer Data used to train the Custom Agent;
• OPTIVALUE is and remains the owner of the technical architecture, code, algorithms and know-how used to build the Custom Agent;
• In the event of the exercise of the AI Buyout Option (Article 6.5), a non-exclusive and perpetual license to use the Custom Agent is transferred to the Customer, within the limits of its Internal Use;
• In the event of non-exercise of the Buyout Option, the Custom Agent is destroyed together with the Customer's instance in accordance with Article 16.
Any attempt to access the source code through reverse engineering, decompilation or disassembly is strictly prohibited.
Article 10 — Customer Responsibility Regarding Outputs
The use of Outputs is the sole responsibility of the Customer. As Optivalue.ai is an assistance tool based on generative AI, the Customer must systematically verify the accuracy, relevance and compliance of the Outputs before any professional use. OPTIVALUE provides no warranty as to the suitability of the Outputs for the Customer's specific objectives.
10.2 Regulatory responsibility of the customer
The Customer is solely responsible for:
• Compliance of the use of the Platform with the regulations applicable to its industry sector (including financial, health, environmental or sector-specific regulations);
• The definition and observance of its data retention policy within the Platform, in accordance with its legal and regulatory obligations;
• The classification of data uploaded to the Platform according to its level of sensitivity and confidentiality;
• The validation of Outputs before any use for decision-making, regulatory, contractual or litigation purposes;
• Obtaining any prior authorization or consent necessary for the upload of data to the Platform, in particular regarding personal data (GDPR) and data subject to professional secrecy;
• Security measures relating to access credentials and the management of users within its organization.
Article 11 — Availability and Maintenance
Availability is guaranteed according to the SLAs published on the website.
Technical support and onboarding services (including Onboarding with a Customer Success Manager — CSM) are included in the paid Plans, under the terms defined in the pricing offer in force or in the Quote.
The Premium SLA, available as a paid option, offers an enhanced service level including a dedicated CSM, an enhanced guaranteed SLA, and priority support. The details are defined in the Quote and in the Premium SLA document.
Article 12 — Disclaimer of Warranties
With the exception of the warranties expressly mentioned in the SLA, the Optivalue.ai Platform is provided "AS IS" and "AS AVAILABLE". OPTIVALUE disclaims all implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement. OPTIVALUE does not warrant that the operation of the Platform will be uninterrupted or error-free, nor that all anomalies will be corrected.
1.2 AI-Specific exclusions
OPTIVALUE does not warrant and expressly excludes any liability regarding:
• The accuracy, completeness, relevance or reliability of the Outputs generated by the AI, which are by nature probabilistic and may contain errors, omissions, approximations or "hallucinations";
• The suitability of the Outputs to the Customer's specific regulatory, contractual or legal obligations;
• The consistency of the Outputs over time: updates to the Platform, the AI models or the algorithms may result in variations in the Outputs generated for identical input data;
• The absence of bias in the Outputs, the Customer being informed that AI models may reflect biases present in the training data or in the Customer Data;
The consequences of decisions taken by the Customer or third parties on the basis of the Outputs, the Customer being solely responsible for the validation and use of the Outputs (Article 10).
Article 13 — Limitation of Liability
As Optivalue.ai uses generative AI, OPTIVALUE disclaims all liability as to the absolute accuracy or completeness of the results (see Article 10).
OPTIVALUE's liability is limited to direct and foreseeable damages resulting from a breach of its contractual obligations.
IN ANY EVENT, OPTIVALUE'S OVERALL LIABILITY IS CAPPED AT THE TOTAL AMOUNT ACTUALLY COLLECTED BY OPTIVALUE FROM THE CUSTOMER CORRESPONDING TO THE LAST ANNUAL SUBSCRIPTION PERIOD OR TO THE PRICE OF THE LAST PACK PURCHASED, PRECEDING THE CLAIM.
OPTIVALUE shall in no event be liable for indirect damages, such as loss of business, loss of data, loss of revenue, loss of customers or commercial prejudice.
Without prejudice to the foregoing, OPTIVALUE shall in no event be liable for damages resulting from:
• The use of the Outputs by the Customer or third parties without prior verification, in accordance with Article 10
• The quality, completeness or relevance of the Customer Data uploaded by the Customer to the Platform, the Outputs depending directly on the quality of the input data ("garbage in, garbage out")
• The technical impossibility of selectively removing data from an AI model once learning has occurred (Article 7.4)
• The loss or corruption of Customer Data resulting from an action of the Customer or from an event beyond the reasonable control of OPTIVALUE
• Sanctions, fines, regulatory penalties or damages suffered by the Customer as a result of the Customer's non-compliance with its own regulatory obligations, including regarding personal data protection
• The use of the Platform in a technical environment that does not comply with the prerequisites communicated by OPTIVALUE
• Any interruption or degradation of service resulting from the maintenance of the cloud infrastructure providers (IaaS) used by OPTIVALUE, within the limits of the SLAs communicated by said providers
• Commercial, financial, strategic, regulatory or operational decisions made by the Customer on the basis of the Outputs, the Customer being reminded that the Platform is an assistance tool and not a substitute for human judgment.
The Customer acknowledges that OPTIVALUE's obligations under these GTS constitute best-efforts obligations and not obligations of result. OPTIVALUE undertakes to implement the technical and human resources reasonably necessary for the provision of the service, without guaranteeing a determined result.
Article 14 — Personal Data Protection (GDPR)
The Parties acknowledge that the Customer acts as "Controller" and OPTIVALUE as "Processor" within the meaning of the GDPR, when personal data is included in the Customer Data.
OPTIVALUE 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 OPTIVALUE, which forms an integral part of these GTS. Acceptance of the GTS constitutes acceptance of the DPA.
14.2 Customer's responsibility regarding personal data
The Customer is the sole Controller within the meaning of the GDPR. As such, the Customer is solely responsible for:
• Ensuring the lawfulness of the processing of personal data it uploads to the Platform (legal basis, information of data subjects, impact assessment if necessary);
• Not uploading sensitive personal data (Article 9 of the GDPR: health data, ethnic origins, political opinions, biometric data, etc.) without first carrying out compliant anonymization or pseudonymization;
• Responding to data subjects' requests for the exercise of their rights (access, rectification, erasure, portability); OPTIVALUE providing its technical assistance within the limits of Article 7.4;
• Complying with the applicable retention periods and purging personal data within the timeframes provided for by the regulations;
• Notifying OPTIVALUE of any personal data breach of which it becomes aware, and cooperating with OPTIVALUE in the event of a breach detected by the latter.
14.3 International transfers
In the case of a SaaS deployment, the data is processed in the geographic region selected by the Customer. For On-Premise deployments, the data remains within the Customer's infrastructure. In the event of a transfer of data outside the European Economic Area, the Parties undertake to put in place the appropriate safeguards provided for by the GDPR (standard contractual clauses, adequacy decision).
Article 15 — Term and Termination
15.1 Subscription term
The initial term of the Subscription is defined in the Quote signed by the Parties. At the end of the initial term, the Subscription is renewed for successive periods of duration identical to the initial term, under the conditions of Article 6.4. Multi-year commitments shall benefit, where applicable, from specific discounts defined in the Quote.
15.2 Objection to tacit renewal (3-month notice)
EITHER PARTY MAY OBJECT TO THE AUTOMATIC RENEWAL OF THE SUBSCRIPTION BY NOTIFYING THE OTHER PARTY AT LEAST THREE (3) MONTHS BEFORE THE EXPIRY DATE OF THE CURRENT CONTRACTUAL PERIOD.
The notification must be made:
• Either directly from the online customer account (for the Customer);
• Or by registered letter with acknowledgment of receipt to the other Party's address.
Failing notification within this three (3) month period, the Subscription shall be automatically renewed for a new period of duration identical to the initial term, in accordance with Article 6.4.
Termination shall take effect at the end of the current contractual period. Access to the service is maintained until that date. Amounts already paid shall remain acquired by OPTIVALUE and no pro rata refund shall be made.
15.3 Termination for breach
In the event of a breach by either Party of its essential contractual obligations (in particular compliance with Article 5 or non-payment), not remedied within thirty (30) days following notification by registered letter with acknowledgment of receipt, the other Party may automatically terminate the contract. In the event of non-payment or serious breach, OPTIVALUE reserves the right to immediately suspend access to the Platform.
15.4 Early termination of a multi-year commitment
In the event of a multi-year commitment, the Customer may request early termination (other than non-renewal as provided for in Article 15.2) subject to payment of an early termination indemnity equal to the entirety of the recurring amounts remaining due until the end of the current commitment period. This indemnity is immediately due on the date of early termination.
Article 16 - Reversibility and Fate of the Data
Upon termination of the contract, for any reason whatsoever, OPTIVALUE undertakes to ensure the reversibility of the Customer's data, in accordance with its SAP (Section 15).
Recovery Period: For a period of thirty (30) days following the effective date of termination, the Customer may retrieve all of its Customer Data and its Outputs.
Return Procedures: The return is free of charge. The data is exportable in open standard formats such as CSV, JSON, PDF and Excel.
Fate of Custom Agents: reversibility includes the return of the Custom Agents' training data in a usable format. The Custom Agent itself (trained model) is destroyed at the end of the recovery period, UNLESS the Customer has exercised the AI Buyout Option in accordance with Article 6.5.
Destruction of Data: At the end of this thirty (30) day period, OPTIVALUE shall proceed with the definitive and secure deletion of all Customer Data and Customer Outputs from its active systems and backups. OPTIVALUE undertakes to retain no copy, subject to data that must be retained to comply with legal obligations (e.g. invoicing data).
Fate of the AI instance: the Customer's AI instance (including the specialized models, the accumulated learning and the Custom Agents) is destroyed within the same timeframes as the Customer Data, except in the event of the exercise of the AI Buyout Option. A certificate of destruction may be issued upon the Customer's request.
Article 17 - Force Majeure
Neither Party may be held liable in the event of failure to perform its obligations due to an event constituting a case of force majeure under French law and case law.
Article 18 — Confidentiality
The Parties undertake to strictly preserve the confidentiality of the information exchanged (including the Customer Data and the Outputs) during and after the term of the contract. OPTIVALUE imposes the same confidentiality obligations on its personnel and any of its subcontractors.
Article 19 — Insurance
OPTIVALUE certifies that it has taken out Professional Civil Liability insurance with a notoriously solvent insurance company, covering the material and immaterial damages that could result from the performance of this contract.
Article 20 — Commercial References
Unless the Customer notifies a written refusal, OPTIVALUE is authorized to use the Customer's trade name and logo as a commercial reference on its communication materials (website, brochures), without any remuneration.
Article 21 — Assignment of the Contract
The Customer expressly authorizes OPTIVALUE to assign, transfer or contribute, in whole or in part, this contract together with all the rights and obligations arising therefrom:
• To any company within the same group as OPTIVALUE (parent company, subsidiary, sister company or company under common control within the meaning of Article L.233-3 of the French Commercial Code);
• To any third party in the context of a merger, demerger, partial contribution of assets, sale of business, sale of a branch of activity, change of control or any other corporate restructuring operation of OPTIVALUE.
OPTIVALUE shall inform the Customer of any assignment by any written means within a reasonable timeframe. Such assignment shall not constitute grounds for termination by the Customer, provided that the assignee assumes all of OPTIVALUE's obligations under these GTS.
The Customer may not assign or transfer this contract, in whole or in part, to a third party without the prior written consent of OPTIVALUE. Any unauthorized assignment shall be deemed null and void.
Article 22 — Modification of the GTS
OPTIVALUE MAY MODIFY THESE GTS. ANY SUBSTANTIAL MODIFICATION SHALL BE NOTIFIED TO THE CUSTOMER AND SHALL REQUIRE EXPLICIT ACCEPTANCE FROM THE CUSTOMER
in order to continue using the service.
Article 23 — General Provisions
Severability (Partial Nullity): If any of the clauses of these GTS is declared null or unenforceable by a competent authority, it shall be deemed unwritten, without affecting the validity of the other provisions of the contract.
Non-Waiver: The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations shall not be construed as a waiver of the obligation in question.
Terms and Conditions of Use (T&Cs): The Customer also accepts the T&Cs available on the website. In the event of contradiction, these GTS shall prevail over the T&Cs.
Article 24 — Applicable Law and Dispute Resolution
These GTS are governed exclusively by French law.
In the event of a dispute relating to the formation, interpretation, performance or termination of these GTS, and failing amicable settlement, the Parties agree to submit their dispute to the exclusive jurisdiction of the Commercial Court of Grasse (Tribunal de Commerce de Grasse), notwithstanding plurality of defendants or third-party proceedings.
