General Terms of Service

Preamble

OPTIVALUE (as defined in Article 1) has developed an Artificial Intelligence platform (hereinafter the “Optivalue.ai Platform” or simply “Optivalue.ai”) that makes it possible to mobilise a company’s internal knowledge through specialised AI agents, covering in particular the generation of answers 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:

Optivalue.ai, a société par actions simplifiée (simplified joint-stock company) with a share capital of EUR 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 (hereinafter “OPTIVALUE”),

AND

Any professional legal or natural person using the Optivalue.ai platform accessible online (“the Client”).

Article 2, Definitions

Subscription: subscription to the Optivalue.ai Platform, the scope of which (components, term, limits) is defined in the Quotation signed by the Parties. The initial term is specified in the Quotation and the Subscription is renewed for successive periods of the same duration as the initial term, unless terminated in accordance with Article 6.4. “Unlimited” access in terms of number of users is subject to reasonable use intended to guarantee stable performance for all users.

Custom Agent: an AI agent trained on the Client’s proprietary frameworks, manuals or document bases, operating in addition to the Platform’s standard agents. The Client owns the training data; OPTIVALUE remains the owner of the agent’s technical architecture.

Knowledge Base: the space in which the Client stores its Client Data, constituting the context that enables the AI to generate accurate answers.

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

DPA (Data Processing Agreement): an agreement on the processing of data, defining the obligations of the Parties in accordance with the GDPR.

Knowledge Space: an isolated perimeter within the Platform, comprising a separate document corpus, separate access permissions and separate AI learning. Each Space constitutes a separate logical instance. Each Space includes the indexing of a maximum number of pages as defined in the Quotation (10,000 pages by default).

Page Extension: an additional pack of indexed pages (10,000 pages per pack) for a Knowledge Space, invoiced in addition to the Subscription.

Document Limit: the maximum number of indexed pages per Knowledge Space, as defined in the Quotation. Beyond this limit, the Client must subscribe to Page Extensions.

AI Purchase Option: the Client’s right to acquire the AI instance trained on its data at the end of the contract, under the conditions defined in the Quotation and in Article 6.5.

Page: a document unit of measurement corresponding to three thousand five hundred (3,500) characters, including spaces, of extractable text content. The number of Pages in a document is calculated by the Platform on the basis of the text actually extracted and indexed, according to the following rules: (i) running 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 made by the Platform is authoritative, save for manifest error.

Sector Pack: an add-on module activating specialised AI agents, templates and workflows specific to a business sector (for example: Banking, Insurance, Defence, Pharma).

SAP (Security Assurance Plan): a document describing the technical and organisational measures implemented by OPTIVALUE to ensure the security of the service.

Optivalue.ai Platform: an Artificial Intelligence (AI) assistance solution offered by OPTIVALUE, accessible mainly in SaaS mode, or On-premise for certain offers. 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 document use case processed via the platform.

Output: any data, report, answer or content generated by Optivalue.ai from the Client Data.

SLA: the 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 the Client or initiated by the Client in the direct context of its own operational and commercial activities. This includes communicating the Outputs to the third parties concerned. It 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 Client.

The Client expressly accepts these GTS, as well as the SLA and the DPA, upon registration or subscription to a Plan, by explicit electronic acceptance. Acceptance of the GTS constitutes acceptance of the entire contractual agreement. In the event of any contradiction, these GTS prevail over any other document, unless a specific agreement has been negotiated (for example: a Corporate Quotation).

Article 4, Access to the Platform and security

4.1 Access management and Client responsibility

Access to the Platform requires credentials (login and password), which are strictly personal, confidential and non-transferable. The Client is solely responsible for preserving the confidentiality of its credentials and those of its users. The Client is fully responsible for any activity carried out on the Platform via its user accounts, whether lawful or not. The Client undertakes to notify OPTIVALUE immediately in the event of suspected unauthorised use or compromise of its accounts.

4.2 Platform security

OPTIVALUE undertakes to implement appropriate technical and organisational measures to ensure the security and confidentiality of the Client Data and the Outputs. These measures are detailed in OPTIVALUE’s Security Assurance Plan (SAP), which is made available to the Client upon justified request.

Article 5, Prohibited uses (acceptable use policy)

The Client formally refrains, and undertakes to prohibit its users, from using the Platform to:

upload, store or process Client Data that is unlawful, infringing, defamatory, or that violates the privacy or rights of third parties;
use the Platform, or any agent built with it, including any Custom Agent, for a practice prohibited by Article 5 of Regulation (EU) 2024/1689 on artificial intelligence, as amended from time to time, or for a use classified as high-risk within the meaning of Article 6 of that Regulation and its Annexes I and III, in particular the recruitment, evaluation or management of candidates or employees, the assessment of the creditworthiness or eligibility of natural persons for essential services, or the assessment or guidance of learners, or for any automated decision producing legal effects on natural persons;
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 the prior written authorisation of OPTIVALUE;
use the Platform for the purpose of developing a competing service or carrying out competitive benchmarking 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 Outputs generated on a large scale, without a partnership agreement;
use the Subscription to pool access to the service for several separate, undeclared legal entities (except in the cases expressly provided for in multi-space offers as defined in the Quotation);
circumvent or attempt to circumvent the security or authentication measures or the usage limitations of the Plan subscribed to;
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 for breach by the Client.

Article 6, Financial and pricing conditions

6.1 Subscription components

The Subscription to the Optivalue.ai Platform comprises the following components, the applicable prices of which are those defined in the Quotation 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 specialised agents, templates and workflows specific to the Client’s business sector;
Additional Knowledge Spaces: additional isolated spaces beyond the included space, invoiced on a sliding scale;
Page Extensions: packs of additional indexed pages per Space, beyond the Document Limit defined in the Quotation;
Custom Agents (optional): AI agents trained on the Client’s proprietary frameworks;
Premium SLA and dedicated CSM (optional): enhanced level of service with a dedicated Customer Success Manager.

6.2 One-off services

In addition to the Subscription, the Client may subscribe to one-off, non-recurring services:

IS integration: development of connectors with the Client’s information systems (EDM, ERP, HRIS);
Onboarding support: user training, initial configuration, document import;
Consulting and support services: in accordance with the terms defined in a separate purchase order or amendment.

6.3 Payment terms

The Subscription is invoiced at the frequency defined in the Quotation (annually by default), with payment in advance at each invoicing date. Any late payment shall automatically give rise to late payment penalties equal to three times the statutory interest rate, as well as a fixed indemnity for recovery costs of EUR 40.

6.4 Subscription term and renewal

The Subscription is entered into for the initial term defined in the Quotation signed by the Parties. At the end of this initial term, the Subscription is renewed automatically (tacit renewal) for successive periods of the same duration as the initial term, unless terminated by either Party under the conditions set out below.

The renewal covers all the components subscribed to (Platform, Sector Pack, Spaces, Custom Agents, Premium SLA, Page Extensions).

The Client, like 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 is renewed as of right for a new period of the same duration as the initial term, at the prices in force on the renewal date (subject to Article 6.8).

6.5 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 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 notice of non-renewal;
the option must be exercised by registered letter with acknowledgement of receipt within thirty (30) days following the Client’s notice of non-renewal;
the acquisition includes: the specialised 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 licence to OPTIVALUE’s intellectual property;
the technical delivery arrangements (formats, migration support) are defined in an amendment to the contract.

6.6 Invoicing in foreign currency

Invoicing is carried out in euros (EUR). If the Quotation is drawn up in a foreign currency, the amounts in that currency are indicative, at the conversion rate specified in the Quotation. The rate applicable to invoicing is the rate in force on the date each invoice is issued, unless otherwise agreed between the Parties.

6.7 Document limits and overruns

Each Knowledge Space is subject to a Document Limit defined in the Quotation (10,000 indexed pages per Space by default). In the event of an overrun:

OPTIVALUE 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 to delete the excess documents;
failing regularisation, OPTIVALUE reserves the right to suspend the indexing of new documents for the Space concerned, without affecting access to documents already indexed;
the subscription to 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 1 January, OPTIVALUE revises the prices of the Subscriptions on the basis of the SYNTEC index. The new price is calculated using the formula: New Price = Previous Price × [1 + 2 × (Latest index / Previous index − 1) + 2%]. If the resulting increase is less than 5%, a minimum increase of 5% shall apply. 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 the Client’s data

The Client remains the sole owner of all the Client Data it uploads to the Platform. Subject to compliance with these GTS, the Client also owns the Outputs generated by the Platform from its Client Data. OPTIVALUE claims no ownership rights in the Client Data or the Outputs.

7.2 Licence granted to OPTIVALUE

The Client grants OPTIVALUE a non-exclusive, worldwide licence to host, store and process the Client Data, solely to the extent necessary for the provision of the service and the provision of technical support.

7.3 Artificial intelligence training policy (confidentiality)

OPTIVALUE formally undertakes not to use the Client Data or the Client’s Outputs to train, improve or develop its global artificial intelligence models or those of its technology partners. Each processing operation is confined to the Client’s instance in order to guarantee the confidentiality of strategic information.

7.4 Irreversibility of learning

The Client acknowledges and accepts that, owing to the technical nature of artificial intelligence models, it is technically impossible to selectively remove specific data or content from a model once the model has integrated that 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 the source files and the search index, but cannot guarantee the erasure of every residual trace in the weights of the trained model;
the Client is solely responsible for ensuring that the Client Data uploaded to the Platform complies with the legal and regulatory obligations incumbent upon it, in particular with regard to the protection of personal data (see Article 14);
OPTIVALUE 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 anonymisation or pseudonymisation;
where a data subject exercises the right to erasure (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 metadata

OPTIVALUE collects technical metadata and usage data (logs, connection statistics, features used, volumes processed). This data is used in aggregated and anonymised form to monitor the performance of the Platform, improve security and the user experience, and guide the future development of the service.

Article 8, International sale

The Client explicitly accepts the exclusive application of French law, acknowledges that it has been informed that data processing is carried out from France (or from the geographical region selected by the Client under an offer with SaaS regionalisation), and assumes responsibility with regard to the regulations applicable in its country.

Article 9, OPTIVALUE’s intellectual property

OPTIVALUE holds all intellectual property rights in Optivalue.ai, its AI (excluding the Client’s data), its algorithms, its source code and its associated content.

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

9.2 Intellectual property in Custom Agents

With regard to Custom Agents developed under the Subscription:

the Client is and remains the owner of the Client 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;
if the AI Purchase Option (Article 6.5) is exercised, a non-exclusive and perpetual licence to operate the Custom Agent is transferred to the Client, within the limits of its Internal Use;
if the Purchase Option is not exercised, the Custom Agent is destroyed together with the Client’s instance in accordance with Article 16.

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

Article 10, Client responsibility for Outputs

The use of the Outputs is the sole responsibility of the Client. As Optivalue.ai is an assistance tool based on generative AI, the Client must systematically check the accuracy, relevance and compliance of the Outputs before any professional use. OPTIVALUE gives no warranty as to the suitability of the Outputs for the Client’s specific objectives.

10.2 Client regulatory responsibility

The Client is solely responsible for:

the compliance of its 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 the data uploaded to the Platform according to its level of sensitivity and confidentiality;
validating the Outputs before any use for decision-making, regulatory, contractual or litigation purposes;
obtaining any prior authorisation or consent required to upload data to the Platform, in particular with regard to personal data (GDPR) and data subject to professional secrecy;
security measures relating to access credentials and user management within its organisation.

OPTIVALUE specifies that the Platform is not to be changed into a high-risk AI system. A Client that uses it for a practice or use that Article 5 of these GTS prohibits by reference to Regulation (EU) 2024/1689 bears sole responsibility for the consequences. The Client acknowledges that it is then, where applicable, considered to be the provider of the high-risk AI system within the meaning of Article 25 of that Regulation and that it alone bears the corresponding obligations. The Client shall indemnify OPTIVALUE, to the extent permitted by law, against any claim, cost, judgment or penalty resulting from such use.

Article 11, Availability and maintenance

Availability guaranteed in accordance with the SLA published on the website.

Technical support and assistance (in particular onboarding with a Customer Success Manager) are included in the paid Plans, in accordance with the terms defined in the price offer in force or in the quotation.

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. The details are defined in the Quotation and in the Premium SLA document.

Article 12, Disclaimer of warranties

Except for the warranties explicitly mentioned in the SLA, the Optivalue.ai Platform is provided “as is” and “as available”. OPTIVALUE excludes all implied warranties, including but not limited to 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, or that all anomalies will be corrected.

12.2 Exclusions specific to artificial intelligence

OPTIVALUE does not warrant, and expressly excludes any liability with regard to:

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 for the Client’s specific regulatory, contractual or legal obligations;
the consistency of the Outputs over time: updates to the Platform, to the AI models or to the algorithms may cause variations in the Outputs generated for identical input data;
the absence of bias in the Outputs, the Client being informed that AI models may reflect biases present in the training data or in the Client Data;
the consequences of decisions taken by the Client or third parties on the basis of the Outputs, the Client being solely responsible for validating and using 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 outputs (see Article 10).

OPTIVALUE’s liability is limited to direct and foreseeable damage resulting from a breach of its contractual obligations.

In any event, OPTIVALUE’s aggregate liability is capped at the total amount actually received by OPTIVALUE from the Client for the last annual subscription period, or at the price of the last pack purchased, preceding the claim.

Under no circumstances shall OPTIVALUE be held liable for indirect damage, such as operating loss, loss of data, loss of revenue, loss of customers or commercial loss.

Without prejudice to the above provisions, under no circumstances shall OPTIVALUE be held liable for damage resulting from:

the use of the Outputs by the Client or third parties without prior verification, in accordance with Article 10;
the quality, completeness or relevance of the Client Data uploaded by the Client to the Platform, the Outputs being directly dependent on the quality of the input data;
the technical impossibility of selectively removing data from an AI model once learning has taken place (Article 7.4);
the loss or corruption of Client Data resulting from an action of the Client or from an event beyond OPTIVALUE’s reasonable control;
sanctions, fines, regulatory penalties or damage suffered by the Client as a result of the Client’s failure to comply with its own regulatory obligations, including with regard to the protection of personal data;
the use of the Platform in a technical environment that does not meet the prerequisites communicated by OPTIVALUE;
any interruption or degradation of service resulting from maintenance by the cloud infrastructure (IaaS) providers used by OPTIVALUE, within the limits of the SLAs communicated by those providers;
commercial, financial, strategic, regulatory or operational decisions taken by the Client on the basis of the Outputs, the Client being reminded that the Platform is a support tool and not a substitute for human judgement.

The Client acknowledges that OPTIVALUE’s obligations under these GTS are best-efforts obligations (obligations de moyens) and not obligations to achieve a result. OPTIVALUE undertakes to implement the technical and human resources reasonably necessary for the provision of the service, without guaranteeing a specific result.

Article 14, Protection of personal data (GDPR)

The Parties acknowledge that the Client acts as “controller” and OPTIVALUE as “processor” within the meaning of the GDPR, where personal data is included in the Client Data.

The respective obligations of the Parties concerning 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 Client responsibility with regard to personal data

The Client is the sole controller within the meaning of the GDPR. As such, the Client is solely responsible for:

ensuring the lawfulness of the processing of the personal data it uploads to the Platform (legal basis, information of data subjects, impact assessment where necessary);
not uploading sensitive personal data (Article 9 of the GDPR: health data, ethnic origin, political opinions, biometric data, etc.) without first carrying out compliant anonymisation or pseudonymisation;
responding to requests from data subjects to exercise their rights (access, rectification, erasure, portability), with OPTIVALUE providing technical assistance within the limits of Article 7.4;
complying with the applicable retention periods and purging personal data within the time limits laid down 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 OPTIVALUE.

14.3 International transfers

In the case of SaaS deployment, the data is processed in the geographical region selected by the Client. For on-premise deployments, the data remains within the Client’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 Quotation signed by the Parties. At the end of the initial term, the Subscription is renewed for successive periods of the same duration as the initial term, under the conditions of Article 6.4. Multi-year commitments may, where applicable, benefit from specific discounts defined in the Quotation.

15.2 Objection to tacit renewal (3 months’ notice)

Each 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. Notice must be given either directly from the online client account (for the Client) or by registered letter with acknowledgement of receipt to the address of the other Party.

Failing notice within this three (3) month period, the Subscription is renewed as of right for a new period of the same duration as the initial term, in accordance with Article 6.4. Termination takes effect at the end of the current contractual period. Access to the service is maintained until that date. Amounts already paid remain the property of OPTIVALUE and no pro rata refund will 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 acknowledgement of receipt, the other Party may terminate the contract as of right. In the event of non-payment or serious breach, OPTIVALUE reserves the right to suspend access to the Platform immediately.

15.4 Early termination of a multi-year commitment

In the case of a multi-year commitment, the Client may request early termination (other than in the case of non-renewal provided for in Article 15.2) subject to payment of an early termination fee equal to all the recurring amounts remaining due until the end of the current commitment period. This fee is payable immediately on the date of early termination.

Article 16, Reversibility and fate of data

Upon termination of the contract, for whatever reason, OPTIVALUE undertakes to ensure the reversibility of the Client’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 Client may recover all of its Client Data and its Outputs.

Return arrangements: the return is free of charge. The data can be exported in open standard formats such as CSV, JSON, PDF and Excel.

Fate of Custom Agents: reversibility includes the return of the training data of the Custom Agents in a usable 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 6.5.

Destruction of data: at the end of this thirty (30) day period, OPTIVALUE will permanently and securely delete all of the Client’s Client Data and Outputs from its active systems and its backups. OPTIVALUE undertakes not to retain any copy, subject to data that must be retained in order to comply with legal obligations (for example: invoicing data).

Fate of the AI instance: the Client’s AI instance (including the specialised models, the accumulated learning and the Custom Agents) is destroyed within the same time limits as the Client Data, unless the AI Purchase Option is exercised. A certificate of destruction may be issued at the Client’s request.

Article 17, Force majeure

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.

Article 18, Confidentiality

The following are considered confidential: the Contract and all its terms, as well as all information, data and documents of any kind communicated by one Party to the other for the purposes of the Contract, orally, in writing or electronically, including in particular but not exclusively the Client Data, the Outputs, activity reports, assignment orders, software, processes, methods, formulas, concepts, industrial strategies, marketing plans, trademarks or know-how, whether or not such information is protectable under an intellectual or industrial property right (hereinafter the “Confidential Information”).

Each Party undertakes to:

protect and treat in the strictest confidence the Confidential Information that has been or will be given to it by the other Party or that has been brought to its knowledge by the other Party;
not disclose to any third party, without the prior written consent of the other Party, the nature or content of the Confidential Information received from that other Party, whether directly or indirectly;
use such Confidential Information solely for the purpose of performing the services covered by the Contract or of performing the Contract;
not copy, reproduce or duplicate, in whole or in part, the Confidential Information for purposes other than those of the services or the performance of the Contract;
ensure the integrity and security of the Confidential Information entrusted to it by the other Party.

However, this confidentiality undertaking shall not apply to information that entered the public domain prior to its disclosure or that falls into the public domain after its communication without any breach by the receiving Party; that has been lawfully received from a third party without breach of this agreement; or that was lawfully in the possession of the receiving Party prior to its disclosure.

In accordance with Articles 4.2 and 13, and given the characteristics and limitations of the internet, the Client acknowledges that OPTIVALUE is bound by a best-efforts obligation with regard to the security of the Client Data and cannot guarantee that there will be no breach of the integrity or confidentiality of the Client Data.

If the receiving Party is compelled to disclose Confidential Information received from the disclosing Party by virtue of a legislative or regulatory provision, a judgment or a decision of a body vested with legal authority, the receiving Party shall inform the disclosing Party of this request as soon as possible, so as to enable it to take all measures to best safeguard its Confidential Information.

The Parties shall be bound by this obligation for as long as the data concerned has not become public, unless the Party concerned gives specific prior written consent to the lifting of confidentiality. Each Party guarantees compliance by its staff and any subcontractors with the confidentiality obligations detailed in this article. Confidential Information remains the property of the disclosing Party. The Parties undertake to return or destroy, in accordance with the other Party’s instructions, the documents or copies containing Confidential Information, no later than upon termination or expiry of the Contract, without prejudice to the reversibility and destruction arrangements provided for in Article 16. This article shall survive the termination or expiry of the Contract.

Article 19, Insurance

OPTIVALUE certifies that it has taken out professional liability insurance with a reputably solvent insurance company, covering material and non-material damage that may result from the performance of this contract.

Article 20, Commercial references

Unless the Client gives written notice of refusal, OPTIVALUE is authorised to use the Client’s trade name and logo as a commercial reference in its communication materials (website, brochures), without remuneration.

Article 21, Assignment of the contract

The Client expressly authorises OPTIVALUE to assign, transfer or contribute, in whole or in part, this contract and all the rights and obligations arising from it: to any company in 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 connection with a merger, demerger, partial contribution of assets, sale of a business, sale of a line of business, change of control or any other reorganisation of OPTIVALUE’s assets.

OPTIVALUE will inform the Client of any assignment by any written means within a reasonable period. Such assignment shall not constitute grounds for termination by the Client, provided that the assignee assumes all of OPTIVALUE’s obligations under these GTS.

The Client may not assign or transfer this contract, in whole or in part, to a third party without the prior written consent of OPTIVALUE. Any unauthorised assignment shall be deemed null and void.

Article 22, Amendment of the GTS

OPTIVALUE may amend these GTS. Any substantial amendment will be notified to the Client and will require the Client’s explicit acceptance in order to continue using the service.

Article 23, General provisions

Severability (partial invalidity): if any clause of these GTS is declared null and void or unenforceable by a competent authority, it shall be deemed unwritten, without affecting the validity of the other provisions of the contract.

No waiver: the fact that either Party does not rely on a breach by the other Party of any of its obligations shall not be interpreted as a waiver of the obligation in question.

General Terms of Use: the Client also accepts the GTU available on the website. In the event of any contradiction, these GTS prevail over the GTU.

Article 24, Governing 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 an amicable settlement, the Parties agree to submit their dispute to the exclusive jurisdiction of the Commercial Court of Grasse, notwithstanding multiple defendants or third-party claims.