General Terms of Service Optivalue.ai
PREAMBLE
SMART GLOBAL GOVERNANCE has developed an Artificial Intelligence platform (Optivalue.ai) enabling the mobilization of the company’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, leveraging 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 (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, with its registered office at 300 rue du Vallon, 06560 Valbonne, France (“SMART GLOBAL”),
AND
Any professional legal entity or natural person using the Optivalue.ai platform accessible online (the “Client”).
Article 2 — Definitions
Subscription: Annual subscription to the Optivalue.ai Platform, the scope of which (components, duration, limits) is defined in the Proposal signed by the Parties. “Unlimited” access in terms of number of users is subject to fair use to ensure stable performance for all users.
Custom Agent: AI agent trained on the Client’s proprietary reference materials, manuals or document repositories, operating in addition to the Platform’s standard agents. The Client owns the training data; SMART GLOBAL retains ownership of the agent’s technical architecture.
Knowledge Base: Space where the Client stores its Client Data, constituting the context 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): Data Processing Agreement, defining the obligations of the Parties in accordance with the GDPR.
Free Trial: A one-time, non-renewable free access period of thirty (30) days to test the Platform, limited to one (1) Knowledge Space, with no commitment or payment required.
Knowledge Space: An isolated perimeter within the Platform, comprising a document corpus, access permissions, and distinct AI learning. Each Space constitutes a separate logical instance. Each Space includes the indexing of a maximum number of pages as defined in the Proposal (default 15,000 pages).
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 Proposal. Beyond this limit, the Client must subscribe to Page Extensions.
AI Purchase Option: Right for the Client to acquire the AI instance trained on its data at the end of the contract, under the conditions defined in the Proposal and in Article 7.5.
Sector Pack: Add-on module activating specialized AI agents, templates and workflows specific to a business sector (e.g.: Banking, Insurance, Defense, Pharma).
SAP (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 primarily as SaaS, or On-premise for certain offers. The Platform includes standard business agents, a coordinator agent, one (1) included Knowledge Space, and unlimited user access.
Project: Any questionnaire (audit, compliance, tender) or any document use case processed through the platform.
Result: Any data, report, response or content generated by Optivalue.ai from Client 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 Client exclusively for processing questionnaires (audit, compliance, tenders) addressed to the Client or initiated by the Client in the direct course of its own operational and commercial activities. This includes the communication of Results to relevant third parties. 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 SMART GLOBAL makes Optivalue.ai available to the Client.
The Client expressly accepts these GTS, as well as the SLA and DPA, upon registration or subscription to a Plan, through explicit electronic acceptance. Acceptance of the GTS constitutes acceptance of the entire contractual agreement. In case of conflict, these GTS shall prevail over any other document, unless a specific negotiated agreement provides otherwise (e.g.: Corporate Proposal).
Article 4 — Free trial
4.1. Eligibility
The Free Trial is strictly reserved for users with a valid professional email address. It is granted only once per Client (same legal entity or independent professional). Public domains are excluded. SMART GLOBAL reserves the right to verify eligibility and to close without notice any non-compliant account.
4.2. Terms
SMART GLOBAL offers a one-time Free Trial of thirty (30) days limited to one (1) Knowledge Space. No payment information is required. At the end of this period, access is suspended unless a paid Subscription is taken out.
Article 5 — Access, Security and Responsibilities
.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 users. The Client is fully responsible for all activity carried out on the Platform through its user accounts, whether lawful or not. The Client undertakes to immediately notify SMART GLOBAL in the event of suspected unauthorized use or compromise of its accounts.
5.2. Platform Security
SMART GLOBAL undertakes to implement appropriate technical and organizational measures to ensure the security and confidentiality of Client Data and Results. These measures are detailed in SMART GLOBAL’s Security Assurance Plan (SAP), available to the Client upon justified request.
Article 6 — Prohibited Uses (Acceptable Use Policy)
The Client expressly undertakes, and shall require its users, not to use the Platform to:
• Upload, store or process Client Data that is unlawful, infringing, defamatory, or that violates the privacy or rights of third parties.
• Attempt to introduce viruses, Trojans or any other malicious code capable of damaging the Platform.
• Conduct penetration tests, vulnerability scans or load tests without the prior written authorization of SMART GLOBAL.
• Use the Platform for the purpose of developing a competing service or conducting competitive benchmarking operations intended for publication.
• Assign, resell, lease, sublicense or make available access to the Platform, in whole or in part, to third parties.
• Use the Platform in “Service Bureau”, “Managed Service” or “Outsourcing” mode.
• Develop or market a derivative service based on access to the Platform or on Results generated in bulk, without a partnership agreement.
• Use the Subscription to pool access to the service for multiple undeclared distinct legal entities (except in cases explicitly provided for in multi-space offers as defined in the Proposal).
• Circumvent or attempt to circumvent the security measures, authentication or usage limitations of the subscribed Plan.
• Use non-existent professional 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 Client’s expense.
Article 7 — Financial and pricing terms
7.1. Subscription Components
The Subscription to the Optivalue.ai Platform includes the following components, the applicable rates for which are those defined in the Proposal signed by the Parties:
• Platform (base): access to the Platform, including standard business agents, the coordinator agent, one (1) Knowledge Space, and unlimited users;
• Sector Pack: activation of specialized agents, templates and workflows specific to the Client’s business sector;
• Additional Knowledge Spaces: additional isolated spaces beyond the included space, billed on a degressive scale;
• Page Extensions: additional indexed page packs per Space, beyond the Document Limit defined in the Proposal;
• Custom Agents (optional): AI agents trained on the Client’s proprietary reference materials;
• Premium SLA + Dedicated CSM (optional): enhanced service level with a dedicated Customer Success Manager.
7.2. One-time Services
In addition to the Subscription, the Client may subscribe to non-recurring one-time services:
• IT Integration: development of connectors with the Client’s information systems (DMS, ERP, HRIS);
• Onboarding Support: user training, initial configuration, document import;
• Consulting and Advisory Services: according to the terms defined in a separate purchase order or amendment.
7.3. Payment Terms
The Subscription is billed annually, with advance payment on the subscription or renewal date. Any late payment shall automatically result in the application of late payment penalties equal to three times the legal interest rate, as well as a fixed compensation of €40 for recovery costs.
7.4. Subscription Renewal
The Subscription is automatically renewed (tacit renewal) on its expiry date for annual periods. The renewal covers all subscribed components (Platform, Sector Pack, Spaces, Custom Agents, Premium SLA, Page Extensions). THE CLIENT MAY CANCEL THIS AUTOMATIC RENEWAL AT ANY TIME before the expiry date (see Article 16). Cancellation takes effect at the end of the current billing period.
7.5. AI Purchase Option
At the end of the contract, the Client may exercise an option to acquire the AI instance trained on its Client Data. The conditions are as follows:
• The option price is determined at the time of exercise, based on three (3) times the annual recurring amount in effect at the time of the non-renewal notice;
• The option must be exercised by registered letter with acknowledgment of receipt within thirty (30) days following the Client’s non-renewal notice;
• The acquisition includes: specialized models, the structured knowledge base, Custom Agents where applicable, and accumulated learning;
• The acquisition expressly excludes: the Platform source code, standard business agents, future updates, and any license on SMART GLOBAL’s intellectual property;
• The technical delivery terms (formats, migration support) are defined in a contract amendment.
7.6. Currency Billing
Billing is in euros (EUR). If the Proposal is issued in a foreign currency, the amounts in foreign currency are indicative at the conversion rate specified in the Proposal. The rate applicable to billing is the rate in effect on the date of issuance of each invoice, unless otherwise agreed between the Parties.
7.7. Document Limits and Overages
Each Knowledge Space is subject to a Document Limit defined in the Proposal (default 15,000 indexed pages per Space). In the event of an overage:
• SMART GLOBAL notifies the Client when the usage rate reaches 80% then 100% of the Document Limit;
• The Client has thirty (30) days to subscribe to the necessary Page Extensions or delete excess documents;
• Failing regularization, SMART GLOBAL reserves the right to suspend the indexing of new documents for the relevant Space, without affecting access to already indexed documents;
• The subscription of Page Extensions takes effect immediately and is billed pro rata for the remaining period of the current Subscription.
7.8. Price Revision
Each year, on January 1st, SMART GLOBAL revises Subscription prices based on the SYNTEC index. The new rate is calculated using 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 apply. This revision applies to all Subscription components (Platform, Sector Pack, Spaces, Custom Agents, Premium SLA, Page Extensions).
Article 8 — Data Ownership and Use by AI
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, 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 of Use Granted to SMART GLOBAL
The Client grants SMART GLOBAL a non-exclusive, worldwide license to host, store and process Client Data, solely 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 CLIENT DATA OR CLIENT RESULTS TO TRAIN, IMPROVE OR DEVELOP ITS GLOBAL ARTIFICIAL INTELLIGENCE MODELS OR THOSE OF ITS TECHNOLOGY PARTNERS. Each processing is compartmentalized to the Client’s instance to guarantee the confidentiality of strategic information.
8.3bis. Irreversibility of Learning
The Client 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 it has integrated such data into its learning. Accordingly:
• The deletion of Client Data from the Platform (by the Client or at the end of the contract) results in the deletion of source files and the search index, but cannot guarantee the erasure of all residual traces in the trained model’s weights;
• The Client is solely responsible for ensuring that Client Data uploaded to the Platform complies with applicable legal and regulatory obligations, particularly regarding personal data protection (see Article 15);
• SMART GLOBAL expressly recommends that the Client 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 exercise of the right to erasure by a data subject (Article 17 of the GDPR), SMART GLOBAL undertakes to delete source data and the index, and to document the technical impossibility of selective removal within the trained model, in accordance with the obligation of means provided for by the GDPR.
8.4. Usage Data and Technical Metadata
SMART GLOBAL collects technical metadata and usage data (logs, connection statistics, features used, volumes processed). These data are used in an aggregated and anonymized manner to monitor Platform performance, improve security, user experience, and guide future service developments.
Article 9 — International sale
The Client expressly accepts the exclusive application of French law, acknowledges being informed of the data processing carried out from France (or the geographic region selected by the Client under a SaaS regionalization offer), and assumes responsibility for compliance with the regulations applicable in its country.
Article 10 — Intellectual Property of SMART GLOBAL
SMART GLOBAL holds all intellectual property rights over Optivalue.ai, its AI (excluding Client data), its algorithms, its source code and its associated content.
The Client has 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).
10.2. Intellectual Property of Custom Agents
Regarding Custom Agents developed under the Subscription:
• The Client is and remains the owner of the Client Data used to train the Custom Agent;
• SMART GLOBAL is and remains the owner of the technical architecture, code, algorithms and know-how used to build the Custom Agent;
• In the event of exercise of the AI Purchase Option (Article 7.5), a non-exclusive, perpetual license to use the Custom Agent is transferred to the Client, limited to its Internal Use;
• In the event of non-exercise of the Purchase Option, the Custom Agent is destroyed with the Client’s instance in accordance with Article 17.
Any attempt to access the source code through reverse engineering, decompilation or disassembly is strictly prohibited.
Article 11 — Client's Responsibility for Results
The use of Results is exclusively the Client’s responsibility. As Optivalue.ai is an assistance tool based on generative AI, the Client must systematically verify the accuracy, relevance and compliance of Results before any professional use. SMART GLOBAL provides no guarantee as to the suitability of Results for the Client’s specific objectives.
11.2. Client’s Regulatory Responsibility
The Client is solely responsible for:
• Compliance of the use of the Platform with the regulations applicable to its business sector (including financial, health, environmental or sector-specific regulations);
• Defining and complying with its data retention policy within the Platform, in accordance with its legal and regulatory obligations;
• Classifying data uploaded to the Platform according to its level of sensitivity and confidentiality;
• Validating Results before any use for decision-making, regulatory, contractual or litigation purposes;
• Obtaining any prior authorization or consent required for uploading data to the Platform, particularly regarding personal data (GDPR) and data subject to professional secrecy;
Security measures relating to access credentials and user management within its organization.
Article 12 - Availability and Maintenance
Guaranteed availability according to the SLAs published on the website.
Technical support and onboarding (including Onboarding with a Customer Success Manager - CSM) are included in paid Plans, according to the terms defined in the applicable pricing offer or proposal.
The Premium SLA, available as a paid option, offers an enhanced level of service including a dedicated CSM, an enhanced guaranteed SLA, and priority support. Details are defined in the Proposal and in the Premium SLA document.
Article 13 — Warranty Exclusions
Except for the warranties explicitly mentioned in the SLA, the Optivalue.ai Platform is provided “AS IS” and “AS AVAILABLE.” SMART GLOBAL excludes all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. SMART GLOBAL does not warrant that the Platform’s operation will be uninterrupted or error-free, or that all defects will be corrected.
13.2. AI-Specific Exclusions
SMART GLOBAL does not warrant and expressly excludes any liability regarding:
• The accuracy, completeness, relevance or reliability of Results generated by the AI, which are by nature probabilistic and may contain errors, omissions, approximations or “hallucinations”;
• The suitability of Results for the Client’s specific regulatory, contractual or legal obligations;
• The consistency of Results over time: updates to the Platform, AI models or algorithms may result in variations in Results generated for identical input data;
• The absence of bias in Results, the Client being informed that AI models may reflect biases present in training data or Client Data;
• The consequences of decisions made by the Client or third parties based on Results, the Client being solely responsible for the validation and use of Results (Article 11).
Article 14 — Limitation of liability
As Optivalue.ai uses generative AI, SMART GLOBAL disclaims all liability as to the absolute accuracy or completeness of 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 AGGREGATE LIABILITY SHALL BE CAPPED AT THE TOTAL AMOUNT ACTUALLY RECEIVED BY SMART GLOBAL FROM THE CLIENT CORRESPONDING TO THE LAST SUBSCRIPTION PERIOD (MONTHLY OR ANNUAL) OR THE PRICE OF THE LAST PACK PURCHASED, PRECEDING THE CLAIM.
SMART GLOBAL shall in no event be held liable for indirect damages, such as loss of business, loss of data, loss of revenue, loss of customers or commercial harm.
Without prejudice to the above provisions, SMART GLOBAL shall in no event be held liable for damages resulting from:
• The use of Results by the Client or third parties without prior verification, in accordance with Article 11;
• The quality, completeness or relevance of Client Data uploaded by the Client to the Platform, the Results being directly dependent on the quality of input data (“garbage in, garbage out”);
• The technical impossibility of selectively removing data from an AI model once learning has been completed (Article 8.3bis);
• The loss or corruption of Client Data resulting from an action by the Client or an event beyond SMART GLOBAL’s reasonable control;
• Sanctions, fines, regulatory penalties or damages suffered by the Client due to the Client’s failure to comply with its own regulatory obligations, including with regard to personal data protection;
• The use of the Platform in a technical environment not compliant with the prerequisites communicated by SMART GLOBAL;
• Any interruption or degradation of service resulting from the maintenance of cloud infrastructure providers (IaaS) used by SMART GLOBAL, within the limits of the SLAs communicated by said providers;
• Commercial, financial, strategic, regulatory or operational decisions made by the Client based on Results, the Client being reminded that the Platform is a support tool and not a substitute for human judgment.
The Client acknowledges that SMART GLOBAL’s obligations under these GTS constitute obligations of means and not obligations of result. SMART GLOBAL undertakes to implement the technical and human resources reasonably necessary for the provision of the service, without guaranteeing a specific outcome.
Article 15 — Personal Data Protection (GDPR)
The Parties acknowledge that the Client acts as “Data Controller” (Controller) and SMART GLOBAL as “Data Processor” (Processor) within the meaning of the GDPR, when personal data is included in Client Data.
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 GTS. Acceptance of the GTS constitutes acceptance of the DPA.
15.2. Client’s Responsibility regarding Personal Data
The Client is the sole Data Controller within the meaning of the GDPR. As such, the Client is solely responsible for:
• Ensuring the lawfulness of the processing of personal data uploaded 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 requests for exercise of rights from data subjects (access, rectification, erasure, portability); SMART GLOBAL providing technical assistance within the limits of Article 8.3bis;
• Complying with applicable retention periods and purging personal data within the timeframes required by regulations;
• Notifying SMART GLOBAL of any personal data breach of which it becomes aware, and cooperating with SMART GLOBAL in the event of a breach detected by the latter.
15.3. International Transfers
In the case of SaaS deployment, data is processed in the geographic region selected by the Client. For On-Premise deployments, data remains in the Client’s infrastructure. In the event of data transfer outside the European Economic Area, the Parties undertake to implement the appropriate safeguards provided for by the GDPR (standard contractual clauses, adequacy decision).
Article 16 - Term and Termination
16.1. Subscription Term
The initial term of the Subscription is defined in the Proposal. Multi-year commitments (36 months) benefit from specific discounts defined in the Proposal.
16.2. Termination by the Client (Cancellation of Renewal)
The Client may terminate its Subscription (cancel the automatic renewal) at any time. The request must be made before the renewal date:
• Either directly from the Client’s online account;
• Or by registered letter with acknowledgment of receipt to SMART GLOBAL’s address.
Termination takes effect at the end of the current billing period. Access to the service is maintained until that date. Amounts already paid remain vested in SMART GLOBAL and no pro-rata refund shall be made.
16.3. Termination for Breach
In the event of a breach by either Party of its essential contractual obligations (in particular compliance with Article 6 or non-payment), not remedied within thirty (30) days following notification by registered letter with acknowledgment of receipt, the other Party may terminate the contract as of right. In the event of non-payment or serious breach, SMART GLOBAL reserves the right to immediately suspend access to the Platform.
16.4. Early Termination of a Multi-Year Commitment
In the event of a multi-year commitment (36 months), the Client may request early termination subject to payment of an early termination indemnity equal to the full amount of recurring fees remaining due until the end of the initial commitment period. This indemnity is payable immediately on the date of early termination.
Article 17 - Reversibility and Fate of Data
Upon termination of the contract, for whatever reason, SMART GLOBAL undertakes to ensure the reversibility of Client data, in accordance with its SAP (Section 15).
Recovery Period: During a period of thirty (30) days following the effective date of termination, the Client may recover all of its Client Data and Results.
Restitution Terms: Restitution is free of charge. Data is exportable in standard open formats such as CSV, JSON, PDF, and Excel.
Fate of Custom Agents
Reversibility includes the restitution of Custom Agent training data in an exploitable format. The Custom Agent itself (trained model) is destroyed at the end of the recovery period, UNLESS the Client has exercised the AI Purchase Option in accordance with Article 7.5.
Data Destruction: At the end of this thirty (30) day period, SMART GLOBAL shall proceed with the definitive and secure deletion of all Client Data and Client Results from its active systems and backups. SMART GLOBAL undertakes to retain no copy, subject to data that must be retained to comply with legal obligations (e.g.: billing data).
Fate of the AI Instance
The Client’s AI instance (including specialized models, accumulated learning and Custom Agents) is destroyed within the same timeframes as Client Data, unless the AI Purchase Option is exercised. A destruction certificate may be issued upon the Client’s request.
Article 18 — Force majeure
Neither Party shall be held liable for failure to perform its obligations due to an event constituting force majeure under French law and jurisprudence.
Article 19 — Confidentiality
The Parties undertake to strictly preserve the confidentiality of exchanged information (including Client Data and Results) during and after the term of the contract. SMART GLOBAL imposes the same confidentiality obligations on its personnel and any subcontractors.
Article 20 — Insurance
SMART GLOBAL certifies that it has taken out Professional Liability insurance with a reputable insurance company, covering material and immaterial damages that may result from the performance of this contract.
Article 21 — Commercial references
Unless a written objection is notified by the Client, SMART GLOBAL is authorized to use the Client’s trade name and logo as a commercial reference on its communication materials (website, brochures), without compensation.
Article 22 — Amendment of the GTS
SMART GLOBAL may amend these GTS. ANY MATERIAL AMENDMENT SHALL BE NOTIFIED TO THE CLIENT AND SHALL REQUIRE EXPLICIT ACCEPTANCE ON THE CLIENT’S PART to continue using the service.
Article 23 — General Provisions
Severability (Partial Nullity): If any clause of these GTS is declared null or unenforceable by a competent authority, it shall be deemed unwritten, without affecting the validity of the remaining provisions of the contract.
Non-Waiver: The failure of either Party to enforce a breach by the other Party of any of its obligations shall not be construed as a waiver of the obligation in question.
General Terms of Use (GTU): The Client also accepts the GTU available on the website. In the event of conflict, these GTS shall prevail over the GTU.
Article 24 — Governing Law and Dispute Resolution
These GTS are governed exclusively by French law.
In the event of any dispute relating to the formation, interpretation, performance, or termination of these GTS, and failing amicable resolution, the Parties agree to submit their dispute to the exclusive jurisdiction of the Commercial Court of Grasse (Tribunal de Commerce de Grasse), France, notwithstanding multiple defendants or third-party claims.
