General Terms of Service Optivalue.ai
SMART GLOBAL GOVERNANCE has developed an Artificial Intelligence platform (Optivalue.ai) designed to leverage 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, based on 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 legal entity or professional individual 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 Quote signed by the Parties. “Unlimited” user access is subject to reasonable use to ensure stable performance for all users.
Custom Agent: AI Agent trained on the Client’s proprietary reference materials, manuals or document databases, 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, providing the context that enables 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 fourteen (14) days, extendable to thirty (30) days subject to the provision and validation of a professional phone number by the Client, allowing testing of 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 Quote (default 10,000 pages).
Page Extensions: 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 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, according to the conditions defined in the Quote and Article 7.5.
Page: A document measurement unit corresponding to three thousand five hundred (3,500) characters, spaces included, of extractable text content. The number of Pages in a document is calculated by the Platform based on the text actually extracted and indexed, according to the following rules: (i) body text: counted as extracted from the source document; (ii) tables: the text content of each cell is counted; (iii) images and scanned documents: text extracted by optical character recognition (OCR) is counted; images without extractable text content are not counted; (iv) presentations (slides): the text 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, except in the case of manifest error.
Industry 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 service security.
Optivalue.ai Platform: An Artificial Intelligence (AI) assistance solution, offered by SMART GLOBAL, accessible primarily as SaaS, or On-premise for certain offerings. 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.
Output: 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 to process questionnaires (audit, compliance, tenders) addressed to or initiated by the Client in the direct course of its own operational and commercial activities. This includes communicating Outputs to relevant third parties. This expressly excludes use in “Service Bureau” mode.
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 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 a conflict, these GTS shall prevail over any other document, unless a specific negotiated agreement exists (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 only once per Client (same legal entity or independent professional). Public domains are excluded. SMART GLOBAL reserves the right to verify eligibility and close any non-compliant account without notice.
4.2. Terms
SMART GLOBAL offers a one-time Free Trial of fourteen (14) days limited to one (1) Knowledge Space. No payment information is required. This period may be extended to thirty (30) days subject to the provision and validation of a professional phone number by the Client. At the end of this period, access is suspended unless a paid Subscription is taken out.
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 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 notify SMART GLOBAL immediately 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 Outputs. 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 strictly undertakes, and commits to prohibiting its users from, using the Platform to:
• Upload, store or process Client Data that is unlawful, counterfeit, 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 analyses 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, 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 based on access to the Platform or on mass-generated Outputs, 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 offerings as defined in the Quote).
• Circumvent or attempt to circumvent the security, 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 fault.
Article 7 — Financial and pricing Conditions
7.1. Subscription Components [rewritten]
The Subscription to the Optivalue.ai Platform includes the following components, the applicable rates for which are those defined in the Quote signed by the Parties:
• Platform (base): access to the Platform, including standard business agents, the coordinator agent, one (1) Knowledge Space, and unlimited users;
• Industry 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 Quote;
• 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:
• IS Integration: development of connectors with the Client’s information systems (DMS, ERP, HRIS);
• Onboarding Support: user training, initial configuration, document import;
• Consulting and Support Services: according to the terms defined in a separate purchase order or amendment.
7.3. Payment Terms
The Subscription is billed annually, with payment due in advance on the subscription or renewal date. Any late payment shall automatically incur 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, Industry 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 notification;
• The option must be exercised by registered letter with acknowledgment of receipt within thirty (30) days following the non-renewal notification by the Client;
• The acquisition includes: the specialized models, the structured knowledge base, Custom Agents where applicable, and the 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 an amendment to the contract.
7.6. Currency Billing
Billing is in euros (EUR). If the Quote is issued in a foreign currency, the currency amounts are indicative at the conversion rate specified in the Quote. The rate applicable to billing is that in effect on the date of issue 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 Quote (default 10,000 indexed pages per Space). In the event of an overage:
• SMART GLOBAL notifies the Client when the usage rate reaches 80% and 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 to 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 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 minimum increase of 5% will be applied. This revision applies to all Subscription components (Platform, Industry Pack, Spaces, Custom Agents, Premium SLA, Page Extensions).
Article 8 — Data Ownership and Use by AI
8.1. Client Data Ownership
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 Outputs generated by the Platform from its Client Data. SMART GLOBAL claims no 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, solely to the extent necessary for the provision of the service and technical support.
8.3. Artificial Intelligence Training Policy (Confidentiality)
SMART GLOBAL FORMALLY UNDERTAKES NOT TO USE CLIENT DATA OR CLIENT OUTPUTS TO TRAIN, IMPROVE OR DEVELOP ITS GLOBAL ARTIFICIAL INTELLIGENCE MODELS OR THOSE OF ITS TECHNOLOGY PARTNERS. Each processing operation is isolated to the Client’s instance to ensure 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 that model has incorporated such data into its learning. Consequently:
• 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 any residual trace in the trained model’s weights;
• The Client is solely responsible for ensuring that Client Data uploaded to the Platform complies with its 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 having carried 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 the source data and the index, and to document the technical impossibility of selective deletion 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). This data is 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 explicitly accepts the exclusive application of French law, acknowledges being informed of data processing carried out from France (or the geographic region selected by the Client under a SaaS regionalization offering), and assumes responsibility related to the applicable regulations in its country.
Article 10 — SMART GLOBAL Intellectual Property
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 only has 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. Custom Agent Intellectual Property
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 and perpetual operating license for 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 along 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.
The use of Outputs 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 Outputs before any professional use. SMART GLOBAL provides no guarantee as to the suitability of Outputs for the Client’s specific objectives.
11.2. Client Regulatory Responsibility
The Client is solely responsible for:
• Compliance of Platform use with the regulations applicable to its business sector (including financial, health, environmental or sectoral 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 Outputs before any use for decision-making, regulatory, contractual or litigation purposes;
• Obtaining any prior authorization or consent necessary 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.
Guaranteed availability according to the SLAs published on the website.
Technical support and guidance (including Onboarding with a Customer Success Manager - CSM) are included in paid Plans, according to the terms defined in the current pricing offer or 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. Details are defined in the Quote and in the Premium SLA document.
Except for the 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 warranties of merchantability, fitness for a particular purpose, or non-infringement. SMART GLOBAL does not guarantee that the Platform will operate uninterrupted or error-free, or that all defects will be corrected.
13.2. AI-Specific Exclusions
SMART GLOBAL does not guarantee and expressly excludes any liability regarding:
• The accuracy, completeness, relevance or reliability of AI-generated Outputs, which are probabilistic in nature and may contain errors, omissions, approximations or “hallucinations”;
• The suitability of Outputs for the Client’s specific regulatory, contractual or legal obligations;
• The consistency of Outputs over time: updates to the Platform, AI models or algorithms may result in variations in Outputs generated for identical input data;
• The absence of bias in Outputs, 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 Outputs, the Client being solely responsible for the validation and use of Outputs (Article 11).
As Optivalue.ai uses generative AI, SMART GLOBAL disclaims any liability 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 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 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 liable for damages resulting from:
• The use of Outputs 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, Outputs 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 occurred (Article 8.3bis);
• The loss or corruption of Client Data resulting from an action by the Client or an event beyond the reasonable control of SMART GLOBAL;
• 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 respect to personal data protection;
• Use of the Platform in a technical environment that does not comply with the prerequisites communicated by SMART GLOBAL;
• Any service interruption or degradation resulting from maintenance by 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 Outputs, 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 of result. SMART GLOBAL undertakes to implement the technical and human resources reasonably necessary for the provision of the service, without guaranteeing a specific result.
The Parties acknowledge that the Client acts as “Data Controller” and SMART GLOBAL as “Data 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 concerning 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 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 having carried out compliant anonymization or pseudonymization;
• Responding to data subject rights requests (access, rectification, erasure, portability); SMART GLOBAL providing its technical assistance within the limits of Article 8.3bis;
• Complying with applicable retention periods and purging personal data within the timeframes provided 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
For SaaS deployments, 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 transfers outside the European Economic Area, the Parties undertake to implement the appropriate safeguards provided for by the GDPR (standard contractual clauses, adequacy decision).
16.1. Subscription Duration
The initial Subscription duration is defined in the Quote. Multi-year commitments (36 months) benefit from specific discounts defined in the Quote.
16.2. Termination 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 from the online client 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 acquired by SMART GLOBAL and no pro rata refund will be made.
16.3. Termination for Breach
In the event of a breach by either Party of its essential contractual obligations (including 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 the payment of an early termination fee equal to the totality of recurring amounts remaining due until the end of the initial commitment period. This fee is immediately payable on the date of early termination.
Upon termination of the contract, for whatever reason, SMART GLOBAL undertakes to ensure the reversibility of the Client’s 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 retrieve all of its Client Data and Outputs.
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 will proceed with the definitive and secure deletion of all Client Data and Client Outputs from its active systems and backups. SMART GLOBAL undertakes not to retain any 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, except in the event of exercise of the AI Purchase Option. A certificate of destruction may be issued upon Client request.
Neither Party may be held liable for failure to perform its obligations due to an event constituting a case of force majeure under French law and case law.
The Parties undertake to strictly preserve the confidentiality of information exchanged (including Client Data and Outputs) during and after the term of the contract. SMART GLOBAL imposes the same confidentiality obligations on its personnel and any subcontractors.
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.
Unless written refusal 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 remuneration.
SMART GLOBAL may amend these GTS. ANY MATERIAL AMENDMENT WILL BE NOTIFIED TO THE CLIENT AND WILL REQUIRE EXPLICIT ACCEPTANCE ON THEIR PART to continue using the service.
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 other 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 a conflict, these GTS shall prevail over the GTU.
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 in the absence of an amicable settlement, the Parties agree to submit their dispute to the exclusive jurisdiction of the Commercial Court of Grasse, notwithstanding plurality of defendants or third-party proceedings.
