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, using the Client'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:

SMART GLOBAL GOVERNANCE, a simplified joint-stock company with a share capital of €3,350,535.32, registered with the RCS of Grasse under number 853 951 556, with its registered office located at 300 rue du Vallon, 06560 Valbonne, France (“SMART GLOBAL”),

AND

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

Article 2 – Definitions

• Subscription: Plan (Team, Business, or Corporate) providing access to Projects for a defined period (monthly or yearly). “Unlimited” access is subject to reasonable use to ensure stable performance for all users.
• Knowledge Base: Space where the Client stores its Client Data, forming the context for the AI to generate accurate responses.
• Client Data: All documents, files, and information uploaded by the Client to the Platform (also called Input Data).
• DPA (Data Processing Agreement): Agreement defining the obligations of the Parties in accordance with the GDPR.
• Free Trial: A unique, non-renewable fourteen (14) day free access period to test the Platform with unlimited Projects, without commitment or payment.
• Plan: The service package chosen by the Client, either a "Pack" or a "Subscription".
• Pack (or One-Time Offer): Prepaid plan. Associated credits are valid for twelve (12) months from the date of purchase.
• Security Assurance Plan (SAP): Document detailing the technical and organizational measures implemented by SMART GLOBAL to ensure service security.
• OptiValue.ai Platform: AI-powered assistant solution offered by SMART GLOBAL, mainly provided as SaaS, or on-premises for certain plans.
• Project: Any questionnaire (audit, compliance, tender) processed via the platform.
• Output: Any data, report, response, or content generated by OptiValue.ai from Client Data.
• SLA: Service Level Agreement available on the website.
• Internal Use: Use of the Platform by the Client exclusively to process questionnaires (audit, compliance, tenders) addressed to or initiated by the Client within the scope of its own operational and commercial activities. It includes sharing Outputs with concerned third parties (Client’s clients, auditors, regulators), but explicitly excludes using the Platform on behalf of third parties in a service provider context (“Service Bureau” mode).

Article 3 – Purpose and Acceptance of the GTS

These GTS define the legal, technical, and financial conditions under which SMART GLOBAL provides access to OptiValue.ai to the Client.
The Client expressly accepts these GTS, along with the SLA and DPA, by electronically agreeing during registration or when subscribing to a Plan.
Acceptance of the GTS implies full acceptance of the contractual agreement. In case of conflict, these GTS shall prevail over any other document unless otherwise agreed (e.g., Corporate Quote).

Article 4 – Free Trial

4.1. Eligibility
The Free Trial is strictly reserved for users with a valid professional email address. It is granted once per Client (same legal entity or individual professional). Public email domains are excluded.
SMART GLOBAL reserves the right to verify eligibility and terminate any non-compliant account or attempt to bypass this one-time limitation without notice.

4.2. Terms
SMART GLOBAL offers a single fourteen (14) day Free Trial without limitation on the number of Projects. No payment information is required. After this period, access is suspended unless a paid Plan is subscribed to.

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 and its users’ credentials.
The Client is fully liable for any activity conducted through its user accounts, whether lawful or not.
The Client agrees to immediately notify SMART GLOBAL in case of suspected unauthorized use or account compromise.

5.2. Platform Security (SMART GLOBAL’s Commitments)
SMART GLOBAL commits to implementing appropriate technical and organizational measures to ensure the security and confidentiality of Client Data and Outputs. These measures are described in SMART GLOBAL’s Security Assurance Plan (SAP), available upon justified request.

Article 6 – Prohibited Uses (Acceptable Use Policy)

The Client shall not, and shall ensure its users do not, use the Platform to:

• Upload, store, or process illegal, infringing, defamatory Client Data, or data violating privacy or third-party rights.
• Attempt to introduce viruses, trojans, or any other malicious code.
• Perform penetration tests, vulnerability scans, or load tests without prior written consent from SMART GLOBAL.
• Use the Platform to develop a competing service or conduct competitive benchmarking for publication.
• Sell, resell, rent, sublicense, or make the Platform (in whole or in part) available to third parties.
• Use the Platform in "Service Bureau", "Managed Services", or "Outsourcing" mode — i.e., use a Subscription (including unlimited Team or Business plans) to process data or generate Outputs for the direct benefit of other entities as a paid or unpaid service.
• Develop or commercialize a derivative service based on access to the Platform or mass-generated Outputs without a partnership agreement.
• Share Subscription access across multiple undeclared legal entities (except in explicitly covered Multi-Entity Business or Corporate plans).
• Circumvent or attempt to circumvent security, authentication, or usage limits (including Internal Use scope) of the chosen Plan.

Any breach of this article may lead to immediate suspension of access to the Platform, without notice or compensation, forced migration to a Corporate Plan, or contract termination at the Client’s fault.

Article 7 – Financial and Pricing Terms

7.1. Available Plans
Applicable prices are those in force on the date of the order.

• Packs (One-Time Offers): Prepaid payment. Project credits are valid for twelve (12) months. Unused credits after this period are lost and non-refundable.
• Subscriptions (Team, Business, Corporate): Subscriptions are for a fixed term, monthly or yearly, 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 beginning of each period).
In case of late payment, late fees shall automatically apply at a rate of three times the legal interest rate, along with a €40 fixed recovery fee.

7.3. Subscription Renewal
Subscriptions renew automatically at the end of each billing cycle (tacit renewal).
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 Adjustments
Each year on January 1st, SMART GLOBAL adjusts Subscription prices based on the SYNTEC index.
The new price is calculated as:
New Price = Previous Price × (Latest Published SYNTEC Index / SYNTEC Index from Last Adjustment)
If the calculated increase is less than 5%, a minimum increase of 5% will be applied.

Article 8 – Data Ownership and AI Usage

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 GTS (especially Article 9), the Client also owns the Outputs generated from its data.
SMART GLOBAL does not claim any ownership rights over Client Data or Outputs.

8.2. License Granted to SMART GLOBAL
The Client grants SMART GLOBAL a non-exclusive, worldwide license to host, store, and process Client Data strictly for service delivery and technical support purposes.

8.3. AI Training Policy (Confidentiality)
SMART GLOBAL EXPRESSLY COMMITS NOT TO USE CLIENT DATA OR OUTPUTS TO TRAIN, IMPROVE OR DEVELOP ITS GLOBAL AI MODELS OR THOSE OF ITS TECHNOLOGY PARTNERS.
Each processing operation is isolated within the Client’s instance to ensure strategic confidentiality.

8.4. Usage Data and Technical Metadata
SMART GLOBAL collects technical metadata and usage data (logs, connection stats, feature usage, volume processed).
These are used in an aggregated and anonymized form to monitor platform performance, enhance security, improve user experience, and guide future development.

Article 9 – International Sales

The Client explicitly accepts the exclusive application of French law, acknowledges that data is processed from France (or from a selected geographical region under a regionalized SaaS offering), and assumes responsibility for applicable local regulations.

Article 10 – SMART GLOBAL’s Intellectual Property

SMART GLOBAL retains all intellectual property rights on OptiValue.ai, including its AI (excluding Client data), algorithms, source code, and associated content.
The Client receives a non-exclusive, non-transferable, non-assignable, and revocable license to use the Platform, strictly according to the subscribed Plan.
This license is strictly limited to Internal Use (as defined in Article 2).
The “unlimited” aspect (projects, users) only applies within the scope of Internal Use.
It does not include the right to commercially exploit the Platform for third parties.
Any use outside Internal Use — especially in Service Bureau mode (see Article 6) — requires a Corporate Plan or specific partnership agreement.
Any attempt to reverse-engineer, decompile, or disassemble the source code is strictly prohibited.

Article 11 – Client Responsibility for Outputs

The Client is solely responsible for the use of Outputs.
As OptiValue.ai is a generative AI-based tool, the Client must systematically verify the accuracy, relevance, and compliance of Outputs before any professional use.
SMART GLOBAL offers no warranty regarding the suitability of Outputs for the Client’s specific goals.

Article 12 – Availability and Maintenance

Availability is guaranteed according to the SLAs published on the website.
Technical support and onboarding assistance (including with a Customer Success Manager – CSM) are included in paid plans, under the conditions specified in the current pricing offer or quote.

Article 13 – Disclaimer of Warranties

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

Article 14 – Limitation of Liability

As OptiValue.ai uses generative AI, SMART GLOBAL disclaims any responsibility for the absolute accuracy or completeness of Outputs (see Article 11).
SMART GLOBAL’s liability is limited to direct and foreseeable damages resulting from a breach of its contractual obligations.
IN ANY CASE, SMART GLOBAL’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO SMART GLOBAL FOR THE LAST SUBSCRIPTION PERIOD (MONTHLY OR YEARLY), OR FOR THE LAST PURCHASED PACK BEFORE THE CLAIM.
SMART GLOBAL shall not be held liable for indirect damages such as loss of business, data, revenue, clientele, or commercial harm.

Article 15 – Personal Data Protection (GDPR)

The Parties acknowledge that the Client acts as the “Data Controller” and SMART GLOBAL as the “Data Processor”, within the meaning of the GDPR, when personal data is included in the Client Data.
SMART GLOBAL guarantees full compliance with the GDPR.
The respective obligations of the Parties regarding personal data processing are defined in the Data Processing Agreement (DPA) provided by SMART GLOBAL, which forms an integral part of these GTS.
Acceptance of the GTS also implies acceptance of the DPA.

Article 16 – Term and Termination

16.1. Packs
Packs have no binding term. Credits expire automatically twelve (12) months after the purchase date if unused, or when all credits are consumed.

16.2. Termination of Subscriptions by the Client (Cancellation of Renewal)
The Client may cancel the automatic renewal of their Subscription at any time.
This request must be made before the renewal date:

• Either directly from their online customer account,
• Or by registered letter with acknowledgment of receipt sent to SMART GLOBAL's address.
  Termination takes effect at the end of the current billing cycle (monthly or yearly).
  Access to the service is maintained until that date.
  Amounts already paid remain with SMART GLOBAL and no prorated refund shall be issued.

16.3. Termination for Breach
In the event that either Party fails to fulfill a material contractual obligation (notably compliance with Article 6 – Prohibited Uses or payment), and such failure is not remedied within thirty (30) days following a formal notice sent by registered mail with acknowledgment of receipt, the other Party may terminate the contract automatically.
In the case of non-payment or serious breach, SMART GLOBAL reserves the right to suspend access to the Platform immediately.

Article 17 – Data Reversibility and Data Handling at Termination

Upon contract termination for any reason, SMART GLOBAL commits to ensuring data reversibility, in accordance with its SAP (Section 15).

• Recovery Period: During the thirty (30) days following the effective termination date (per SAP 15.1), the Client may retrieve all their Client Data and Outputs.
• Data Return Procedure: Data return is free of charge. Data can be exported in standard open formats such as CSV, JSON, and Excel.
• Data Deletion: After this thirty (30) day period, SMART GLOBAL will permanently and securely delete all Client Data and Outputs from its active systems and backups (per SAP 15.2).
  SMART GLOBAL undertakes not to retain any copy, except where retention is required by law (e.g., billing records).

Article 18 – Force Majeure

Neither Party shall be held liable for the failure to perform its obligations due to an event of force majeure as defined by French law and case law.

Article 19 – Confidentiality

The Parties agree to strictly preserve the confidentiality of all exchanged information (including Client Data and Outputs), both during and after the term of the contract.
SMART GLOBAL imposes the same confidentiality obligations on its employees and any subcontractors.

Article 20 – Insurance

SMART GLOBAL certifies that it has taken out Professional Liability Insurance with a reputable and solvent insurer, covering material and immaterial damages that could result from the execution of this contract.

Article 21 – Commercial References

Unless expressly refused in writing by the Client, SMART GLOBAL is authorized to use the Client’s trade name and logo as a commercial reference in its marketing materials (website, brochures), free of charge.

Article 22 – Modification of the GTS

SMART GLOBAL may modify these GTS.
ANY SUBSTANTIAL CHANGE WILL BE NOTIFIED TO THE CLIENT AND WILL REQUIRE EXPLICIT ACCEPTANCE to continue using the service.

Article 23 – General Provisions

• Severability: If any provision 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.
• No Waiver: Failure by either Party to enforce any provision shall not be deemed a waiver of the right to enforce that provision.
• Terms of Use (ToU): The Client also agrees to the ToU available on the website. In case of conflict, these GTS shall prevail over the ToU.

Article 24 – Governing Law and Dispute Resolution

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