General Sales Conditions

1. SCOPE OF APPLICATION

These General Sales Conditions ("GSC") apply to all sales of services and products (collectively, the "Products") by Akioud AI ("Company", "we", "us", or "our"), a company registered in France with offices at 8 B rue Abel, Paris 75012.

These GSC, along with any applicable order form, constitute the entire agreement between the Company and the client ("Client", "you") with respect to the purchase of Products.

2. PRODUCTS AND SERVICES

2.1 Product Description

Akioud AI offers enterprise AI governance solutions, including but not limited to software platforms, SDK access, consulting services, and support plans. The specific Products purchased by the Client will be detailed in the order form.

2.2 Service Levels

Where applicable, the Products may be subject to service level agreements ("SLAs") that specify performance metrics, availability guarantees, and remedies for failure to meet such guarantees. Any applicable SLAs will be provided separately or included in the order form.

3. PRICING AND PAYMENT

3.1 Prices

Prices for the Products are specified in the order form or the Company's current price list. All prices are exclusive of taxes, which will be charged additionally at the applicable rate.

3.2 Payment Terms

Unless otherwise specified in the order form, payment for the Products is due within thirty (30) days from the date of invoice. Payments shall be made by bank transfer to the bank account specified in the invoice.

3.3 Late Payment

Any amount not paid when due will bear interest at the rate of three (3) times the legal interest rate in France, starting from the due date until the date of actual payment. In addition, a fixed recovery fee of forty (40) euros will be charged for any late payment.

4. SUBSCRIPTION TERMS

4.1 Subscription Period

For subscription-based Products, the initial subscription period will be specified in the order form. Unless otherwise specified, subscriptions automatically renew for successive periods of the same duration as the initial period, unless terminated by either party with at least thirty (30) days' written notice before the end of the current period.

4.2 Subscription Changes

The Client may upgrade its subscription at any time. Downgrades will take effect at the end of the current subscription period. Any changes to the subscription may result in adjustments to the pricing.

5. DELIVERY AND ACCEPTANCE

5.1 Delivery

For software Products, delivery is deemed complete when the Client receives access credentials or when the software is made available for download or installation. For consulting services, delivery occurs as the services are provided.

5.2 Acceptance

Unless otherwise specified in the order form, the Products are deemed accepted upon delivery. If an acceptance testing period is provided, the Client must notify the Company of any non-conformity within such period; otherwise, the Products will be deemed accepted.

6. TERMINATION

6.1 Termination for Cause

Either party may terminate the agreement immediately upon written notice if the other party: (a) commits a material breach of the agreement that is not cured within thirty (30) days after receipt of written notice; or (b) becomes insolvent, files for bankruptcy, or is subject to similar proceedings.

6.2 Effect of Termination

Upon termination, the Client shall immediately cease use of the Products and pay any outstanding fees. Termination does not relieve the Client of its obligation to pay fees accrued before termination. Provisions that by their nature are intended to survive termination will survive.

7. WARRANTIES AND DISCLAIMERS

7.1 Limited Warranty

The Company warrants that the Products will perform substantially in accordance with their documentation. If the Products fail to conform to this warranty, the Company will, at its option and as the Client's exclusive remedy, either: (a) repair or replace the non-conforming Products; or (b) refund the fees paid for the non-conforming Products.

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose or use any confidential information of the other party, except as necessary to perform its obligations or exercise its rights under the agreement. Confidential information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party before receipt from the disclosing party; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's confidential information.

10. DATA PROTECTION

Each party will comply with applicable data protection laws, including the General Data Protection Regulation (GDPR). If the Client provides the Company with personal data, the Company will process such data in accordance with its Privacy Policy and any applicable Data Processing Agreement.

11. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government actions, power failures, or internet or telecommunications failures.

12. GOVERNING LAW AND JURISDICTION

These GSC are governed by the laws of France. Any dispute arising out of or related to these GSC will be subject to the exclusive jurisdiction of the courts of Paris, France.

13. MISCELLANEOUS

13.1 Amendment

The Company may amend these GSC from time to time. The Client will be notified of any material changes. The Client's continued use of the Products after such changes constitutes acceptance of the amended GSC.

13.2 Assignment

The Client may not assign or transfer the agreement, in whole or in part, without the Company's prior written consent. The Company may assign the agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.3 Entire Agreement

These GSC, together with any applicable order form, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

14. CONTACT INFORMATION

If you have any questions about these General Sales Conditions, please contact us at:

15. CONSUMER RIGHTS

15.1 Right of Withdrawal

In accordance with Articles L.221-18 to L.221-28 of the French Consumer Code, consumers have a right of withdrawal that can be exercised within fourteen (14) days from the conclusion of the service contract. This right does not apply to fully performed services or to digital content provided on a non-tangible medium if delivery has begun with the consumer's prior express consent and acknowledgment of the loss of the right of withdrawal.

15.2 Consumer Mediation

In case of a dispute, and after an attempt to resolve the issue with our customer service, consumers may resort to a consumer mediation procedure. Our designated mediator is [Mediator Name], who can be contacted at [contact details]. Consumers may also use the European Commission's Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr/

16. LEGAL IDENTIFICATION

Akioud AI
SIRET: 92492973000019
VAT Number: FR24924929730