General Terms and Conditions of Service

For the purposes of these General Terms and Conditions and the Contract, the following terms shall have the following meaning:

• Article: refers to an article of these General Terms and Conditions.
• Client: any natural or legal person, or any other legal entity, for which the Service Provider performs one or more Assignments.
• General Terms and Conditions: refers to these general terms and conditions of service.
• Contract: all rights and obligations binding the Parties, materialized by these General Terms and Conditions, the Specific Contract and their possible amendments.
• Specific Contract: contractual document concluded between the Service Provider and the Client, whatever its medium or designation, aimed at defining the specific conditions applicable to one or more Assignments, particularly their nature, scope, duration, expected deliverables and the Service Provider's remuneration.
• Assignment(s): any service, one-time or recurring, performed by the Service Provider on behalf of the Client.
• Parties: the Service Provider and the Client.
• Odoo ERP: integrated, modular and scalable software solution, deployed and configured by the Service Provider to structure and optimize the Client's business processes.

2.1. These General Terms and Conditions aim to define the legal framework and the terms under which the Service Provider intervenes with the Client in the context of all Assignments it performs.

2.2. Any intervention by the Service Provider is subject to a Specific Contract accepted by the Client, specifying in particular the nature, scope and execution conditions of the Assignments entrusted, the applicable financial terms as well as, where applicable, indicative completion deadlines.

2.3. The signature of the Specific Contract or, failing that, the commencement of execution of the Assignments by the Service Provider, implies express, full and complete acceptance by the Client of these General Terms and Conditions, which constitute, together with the Specific Contract, the entire contractual agreement binding the Parties.

2.4. These General Terms and Conditions prevail over any general or specific conditions issued by the Client, including those appearing on any commercial, administrative or contractual document of the Client, unless expressly, in writing and prior derogation accepted by the Service Provider.

2.5. In case of contradiction between the provisions of these General Terms and Conditions and those of the Specific Contract accepted by the Parties, the provisions of the Specific Contract shall prevail. The Specific Contract constitutes the specific conditions applicable to the Assignments concerned.

3.1. The Contract is deemed concluded and enters into force on the date of signature of the Specific Contract by all Parties.

3.2. In the absence of formal signature of the Specific Contract, the Contract shall nevertheless be deemed validly formed and enforceable against the Parties from the commencement of execution of the Assignments by the Service Provider, which the Client expressly acknowledges and accepts, without reservation.

4.1. The Assignments entrusted to the Service Provider are strictly and exclusively those defined in the Specific Contract, to the exclusion of any assignment or intervention not expressly provided for. Any extension, modification or additional assignment must be subject to prior written agreement between the Parties, formalized by an amendment or any equivalent contractual document.

4.2. Unless expressly stipulated otherwise, the Assignments performed by the Service Provider are understood without any interference in the operational, administrative, legal, accounting, social or tax management of the Client. The Client remains solely responsible for its decisions, strategic orientations, management choices and arbitrations, as well as all direct or indirect consequences resulting therefrom.

4.3. In the context of implementation, configuration and integration Assignments for the Odoo ERP solution, the Service Provider intervenes exclusively as an integrator and functional advisor, based on the needs expressed by the Client. As such, the Service Provider assumes no responsibility:

• for the final use of the solution by the Client or its employees;
• for the adequacy of the requested configurations to the Client's actual or future needs;
• for decisions made by the Client based on data, indicators, analyses or reports generated by the system.

4.4. In the context of business management Assignments, including financial management, reporting, decision support and strategic guidance, the analyses, projections, recommendations and deliverables provided by the Service Provider constitute simple decision support tools. They cannot in any case substitute the Client's legal, regulatory, accounting, tax, social or declaratory obligations, nor the due diligence or advice of its usual advisors, including accountants, auditors, lawyers or tax advisors.

4.5. The Service Provider intervenes based on information, documents, data and statements communicated by the Client, without being bound by any obligation of verification, control or audit of their reality, accuracy, completeness or consistency. The Client guarantees the Service Provider against any consequence resulting from inaccurate, incomplete or erroneous information transmitted in the context of the Assignments.

4.6. The Service Provider may execute its Assignments remotely, on-site or in hybrid mode, as it deems appropriate, unless expressly stipulated otherwise in the Specific Contract.

5.1. The Service Provider intervenes as an independent contractor. No provision of the Contract, nor any method of executing the Assignments, may be interpreted as creating between the Parties a legal subordination link, a mandate, an agency relationship, a partnership, a joint venture, or a de facto or legal company.

5.2. The Service Provider retains complete autonomy in the organization and execution of the Assignments, particularly regarding the choice of its working methods, technical means, personnel, as well as, where applicable, its subcontractors, subject to compliance with contractual commitments made to the Client.

5.3. The Service Provider remains solely responsible for its social, tax and administrative obligations towards its personnel and subcontractors, the Client not being able in any case to be considered as employer, co-employer or principal within the meaning of applicable labor law.

6.1. In the context of the execution of the Assignments, the Client undertakes to cooperate in good faith with the Service Provider and, in this respect, in particular, to:

• provide the Service Provider, within the required deadlines, with all information, documents, data and access necessary for the proper execution of the Assignments, ensuring their complete, accurate and up-to-date nature;
• actively and loyally collaborate in the performance of the Assignments, particularly by participating in meetings, workshops, validations and required exchanges;
• designate a single contact person, competent, with the necessary authority and availability to represent the Client and make decisions useful for the progress of the Assignments;
• respect the deadlines, milestones, validation deadlines and obligations placed on it in the Specific Contract;
• pay the fees and expenses due to the Service Provider in accordance with the agreed financial and payment conditions.

6.2. The Client remains solely responsible for the accuracy, sincerity, completeness and legality of the information, documents and data it communicates to the Service Provider, as well as for the use, interpretation and decisions made based on the deliverables, analyses or recommendations provided in the context of the Assignments.

6.3. Any failure by the Client to fulfill its obligations of cooperation, provision of information or validation may result in a suspension of the Assignments, an extension of execution deadlines and, where applicable, additional billing, without the Service Provider's liability being engaged in this respect.

6.4. The Service Provider configures user roles, access rights and security rules based on the Client's documented requirements and instructions. The Client is responsible for:

• defining appropriate access levels and adequate separation of duties;
• validating and testing configured access rights before and after production deployment;
• ensuring that access rights accurately reflect the actual roles and responsibilities of users.

7.1. The Service Provider undertakes to execute the Assignments entrusted to it with diligence, loyalty and professionalism, in accordance with the rules of the art and the practices of its profession, within the framework of an obligation of means. As such, the Service Provider does not guarantee the achievement of a specific result, nor the realization of economic, financial, organizational or operational objectives determined by the Client.

7.2. The Service Provider is bound by a general obligation of advice and alert, consisting of informing the Client, to the extent of its skills and the information at its disposal, of difficulties, risks or inconsistencies likely to affect the proper execution of the Assignments.

7.3. For the execution of all or part of the Assignments, the Service Provider reserves the right to freely use collaborators and/or subcontractors, acting under its responsibility, without this modifying the nature of the contractual relationship or creating a direct legal link between the Client and said third parties.

7.4. Unless expressly stipulated otherwise in the Specific Contract, the Service Provider is not bound by any service level, intervention deadline, availability or recovery time commitment.

8.1. The Client acknowledges that, in the context of the Odoo Online hosting model, the Odoo software platform, including infrastructure, hosting and basic application services, is provided exclusively by Odoo S.A., acting as an independent SaaS provider. The Service Provider intervenes exclusively as an implementation, consulting and support provider and is in no case the provider of the SaaS platform.

8.2. Odoo S.A. is solely responsible for:

• hosting and operating the Odoo Online platform;
• availability of infrastructure, maintenance and security at the platform level;
• deployment of standard updates, patches and version upgrades;
• operation of data centers and physical security related to the SaaS infrastructure.

The availability, service rate, performance levels and security commitments of the Odoo Online platform are governed exclusively by the contractual conditions and service level commitments specific to Odoo S.A., as published in its official contractual documentation.

8.3. The Service Provider cannot be held responsible for any interruption, degradation, limitation or failure of the Odoo Online platform attributable to Odoo S.A. or to factors beyond the Service Provider's control. The allocation of responsibilities relating to the SaaS platform is governed by point 8.4.

8.4. The Service Provider cannot be held responsible for any damage, loss or failure resulting from:

• the Odoo Online SaaS platform or services provided by Odoo S.A.;
• software, services, integrations or infrastructure of Odoo S.A.;
• modifications imposed by Odoo S.A. beyond the Service Provider's control.

Any claim relating to these elements is governed exclusively by the applicable contractual conditions of Odoo S.A.

8.5. When included in the Assignments, the Service Provider may act as an intermediary to ensure liaison with Odoo support on behalf of the Client or to assist in the analysis of incidents related to the SaaS environment. This assistance cannot be interpreted as taking responsibility for resolution deadlines, results or corrections at the platform level and placed under the exclusive control of Odoo S.A.

8.6. The Client acknowledges that the Odoo ERP solution is software published and, where applicable, hosted by third parties, over which the Service Provider exercises no control. As such, the Service Provider assumes no responsibility for the intrinsic functioning of the Odoo solution, its liability, its performance, its updates, its evolutions, nor for the continuity of hosting services or access to the platform. Any unavailability, malfunction, security breach or data loss attributable to the Odoo solution, its hosting or its related services cannot engage the Service Provider's liability.

8.7. The Service Provider configures the Odoo solution based on the needs expressed and choices validated by the Client. The Client remains solely responsible for:

• the data it enters, processes or stores in the Odoo solution;
• access rights granted to its users;
• validated functional parameters;
• operation, interpretation and decisions made based on information generated by the system.

The Service Provider cannot be held responsible for consequences resulting from functional, organizational or strategic choices made by the Client, nor for the use of the solution outside the recommendations made.

The Client acknowledges that any ERP solution, by its evolutionary and configurable nature, cannot guarantee a total absence of errors, interruptions or anomalies.

8.8. The Service Provider undertakes not to proceed with any transfer of personal data on its own behalf.

The Client acknowledges, however, that in the context of using the Odoo ERP solution operated according to a SaaS model, certain personal data may be hosted or processed, including where applicable outside the European Union, within the framework of the technical architecture of the publisher and its subcontractors, in accordance with the contractual conditions and data protection commitments implemented by the solution publisher.

The Service Provider intervenes exclusively as a processor within the meaning of Regulation (EU) 2016/679 and does not perform any transfer of personal data outside the processing strictly necessary for the execution of the Assignments and in accordance with the documented instructions of the Client, acting as data controller.

The Client declares having taken note of the processing and location conditions of data specific to the Odoo solution, and acknowledges that any data transfers result from technical and contractual choices under its responsibility.

9.1. Unless expressly stipulated otherwise in the Specific Contract, the Assignments are executed without exclusivity.

9.2. The Service Provider reserves the right to intervene for third-party clients, including competitors of the Client, subject to compliance with its confidentiality obligations.

10.1. The Client is prohibited, during the entire duration of the Contract and for a period of twelve (12) months following its termination, for any reason whatsoever, from soliciting, recruiting or employing, directly or indirectly, any collaborator, employee or subcontractor of the Service Provider who participated in the execution of the Assignments, except with the prior written agreement of the Service Provider.

10.2. In case of violation of this clause, the Client shall be liable by right for a lump sum indemnity equivalent to twelve (12) months of gross remuneration of the person concerned, without prejudice to the Service Provider's right to seek compensation for its actual damage.

11.1. The deliverables produced by the Service Provider in the context of the Assignments are deemed compliant and accepted by the Client from the time they are made available, subject to the provisions of this article.

11.2. The Client has ten (10) calendar days from delivery to notify the Service Provider in writing of any reasoned reservation relating exclusively to a substantial non-compliance with regard to the specifications expressly defined in the Specific Contract. In the absence of written and reasoned notification within this period, the deliverables are deemed definitively accepted, without reservation, both in principle and in content.

11.3. Minor defects that do not substantially hinder the use of the deliverables cannot justify a refusal of the deliverable concerned.

11.4. Any duly notified reservations do not have the effect of suspending the payment of amounts due, unless expressly stipulated otherwise in the Specific Contract.

11.5. Any request for modification, evolution or adaptation that does not constitute non-compliance will be treated as an additional Assignment under the conditions provided for in these General Terms and Conditions.

11.6. Acceptance may be carried out by phase or by milestone, under the conditions defined in the Specific Contract, each partial acceptance constituting definitive acceptance of the corresponding deliverables.

12.1. The Service Provider's remuneration for the Assignments is defined in the Specific Contract. The fees are expressed in euros, excluding taxes, and increased, where applicable, by value added tax at the legal rate in force, as well as any other applicable tax or levy.

12.2. When the law requires the Client to withhold tax at source on amounts due to the Service Provider, the Client shall inform the Service Provider in writing, provide the corresponding supporting documents and adjust the payment so that the Service Provider receives the net amount it would have received in the absence of withholding, unless otherwise agreed in writing between the Parties.

12.3. Unless expressly stipulated otherwise in the Specific Contract, the fees are subject to periodic revision, particularly annually, based on the evolution of the consumer price index published by the competent authority, or any equivalent replacement index.

12.4. Any Assignment, intervention or diligence not expressly provided for in the initial Specific Contract, or resulting from a modification of the scope of the Assignments, will be subject to additional billing, subject to the prior written agreement of the Client, formalized by an amendment, a quote or any equivalent contractual document.

13.1. Invoices are issued in accordance with the terms provided for in the Specific Contract. For recurring Assignments, invoicing occurs in principle at the end of the calendar month. For one-time Assignments or projects, invoicing may occur, according to what is provided for in the Specific Contract, either at the beginning of the execution of the Assignments, or upon their completion, or in installments or milestones.

13.2. Unless expressly stipulated otherwise, invoices are payable in cash, upon receipt, without discount, by the payment method indicated on the invoice.

13.3. Any invoice not paid by its due date will result, by right and without prior notice, in the application of late payment interest calculated at a rate of one (1)% per month started, from the due date until full payment.

13.4. In addition, any invoice remaining unpaid at maturity will give rise, by right and without prior notice, to the payment of a lump sum indemnity equivalent to ten (10)% of the remaining amount due, with a minimum of one hundred and fifty (150) EUR, as a penalty clause, without prejudice to the Service Provider's right to seek full compensation for its actual damage.

13.5. In case of total or partial non-payment of an invoice at its due date, or in case of the Client's failure to fulfill any of its contractual obligations, the Service Provider reserves the right to immediately suspend, by right and without prior formality, the execution of all or part of the Assignments in progress. The agreed execution deadlines will be automatically extended for a duration equivalent to that of the suspension, without the Service Provider's liability being engaged in this respect.

13.6. Any dispute relating to an invoice must be notified to the Service Provider in writing, in a precise and reasoned manner, within a period of eight (8) calendar days from its receipt. In the absence of a dispute formulated within this period, the invoice will be deemed definitively accepted, both in principle and in amount. The undisputed parts of an invoice remain payable within the agreed payment period.

14.1. Without prejudice to other provisions of the Contract, any contractual breach by the Client, and in particular any delay or lack of cooperation, validation or provision of information necessary for the execution of the Assignments, may give rise, after formal notice remaining unsuccessful for a period of fifteen (15) days, to the application of a penalty clause.

14.2. The amount of the penalty clause is fixed at five (5)% of the total amount of fees excluding taxes for the Assignment concerned, capped at seven thousand five hundred (7,500) EUR, regardless of the nature and number of breaches noted.

14.3. The penalty clause aims to compensate on a lump sum basis for the damage suffered by the Service Provider due to the Client's breach and does not accumulate with other penalties of the same nature.

14.4. In accordance with applicable law, the judge may, where applicable, reduce or increase the amount of the penalty clause if it is manifestly excessive or derisory.

15.1. The Service Provider's liability, whether contractual or extra-contractual, is strictly limited, all damages combined, per claim and per contractual year, to the total amount of fees excluding taxes actually collected by the Service Provider for the Assignment giving rise to the damage.

15.2. The Service Provider's liability cannot in any case be engaged for indirect, consequential or intangible damages, such as in particular, without this list being exhaustive, losses of turnover, margin, clientele, data, profits, operation, image or any loss of opportunity.

15.3. The Service Provider cannot be held responsible for consequences resulting from:

• decisions made by the Client based on analyses, recommendations or deliverables provided in the context of the Assignments;
• non-compliant, diverted or inappropriate use of the tools, solutions or deliverables provided;
• inaccurate, incomplete or erroneous information, documents or data communicated by the Client.

15.4. The limitations and exclusions of liability provided for in this article constitute a determining condition of the Service Provider's consent and are applicable to the fullest extent permitted by applicable law.

16.1. When the Parties have concluded, prior to or concurrently with the conclusion of the Contract, a separate confidentiality agreement (hereinafter the "Confidentiality Agreement"), the provisions of said Confidentiality Agreement apply as a priority for everything concerning the protection, use and disclosure of confidential information it covers.

16.2. The provisions of the Contract and these General Terms and Conditions remain fully applicable for all matters not expressly governed by the Confidentiality Agreement.

16.3. In case of contradiction between the provisions of the Confidentiality Agreement and those of these General Terms and Conditions, the provisions of the Confidentiality Agreement shall prevail.

17.1. In the context of implementation, configuration or integration Assignments for ERP solutions, the Service Provider cannot be held responsible for:

• interruptions of the Client's activity;
• data losses attributable to configuration choices validated by the Client;
• legal, regulatory or technical evolutions subsequent to delivery;
• failures of third-party software, publishers, hosts or service providers.

17.2. The Client acknowledges that any ERP solution requires internal adjustments, validations and arbitrations, and that no solution can guarantee a total absence of anomalies or interruptions.

17.3. The Client acknowledges that, unless otherwise provided in the Specific Contract, the Odoo solution will be deployed according to the Odoo Online SaaS model, operated and hosted exclusively by Odoo S.A.

17.4. The Service Provider acts only as an implementation and support partner and provides no guarantee relating to hosting, infrastructure or platform availability under this Contract.

18.1. The Service Provider declares to hold professional liability insurance covering the financial consequences of its liability in the context of the execution of the Assignments.

18.2. An insurance certificate may be communicated to the Client upon simple request.

19.1. Neither Party may be held responsible for a breach, non-performance or delay in the performance of all or part of its contractual obligations when this results from a case of force majeure, understood as any external, unforeseeable and irresistible event, reasonably beyond the control of the Party invoking it and making the performance of its obligations impossible.

19.2. The following are notably considered as cases of force majeure, without this list being exhaustive: internal or external strikes or labor disputes, lockouts, major computer failures, cyberattacks, unavailability or failure of telecommunication networks, computer systems or hosting services, failure of a critical supplier, service provider or partner, decisions or measures of public authorities, epidemics, pandemics, natural disasters, fires, floods or any other event presenting the characteristics of force majeure.

19.3. The Party invoking a case of force majeure must notify the other Party as soon as possible, in writing, of the occurrence of the event, its nature and its foreseeable consequences on the execution of the Contract.

19.4. During the duration of the force majeure case, the performance of the affected obligations will be suspended without the liability of the Party concerned being engaged. Contractual deadlines will be extended by a duration equivalent to that of the suspension.

19.5. If the force majeure situation continues beyond a continuous duration of one (1) month, either Party may terminate the Contract by right, by written notification addressed to the other Party, without compensation on either side.

20.1. In case of occurrence of an unforeseeable change in circumstances making the execution of the Contract excessively onerous for one of the Parties, the latter may request the other Party to renegotiate the conditions of the Contract.

20.2. The Parties undertake to negotiate in good faith with a view to adapting the Contract to the new circumstances.

20.3. If no agreement is reached within thirty (30) days from the request for renegotiation, either Party may terminate the Contract by written notification, subject to a notice period of one (1) month.

21.1. The Contract is concluded for the duration specified in the Specific Contract. In the absence of such specification, the Contract is deemed concluded for an indefinite period.

21.2. Unless otherwise stipulated in the Specific Contract, Contracts concluded for an indefinite period may be terminated at any time by either Party, subject to compliance with a notice period of two (2) months, notified to the other Party by registered letter or by any other written means allowing proof thereof. The notice period runs from the date of receipt of the notification by the other Party.

21.3. Each Party may terminate an indefinite term Contract at any time, subject to compliance with a notice period of two (2) months, notified to the other Party by registered letter or by any other written means allowing proof thereof. The notice period runs from the date of receipt of the notification by the other Party.

21.4. Contracts concluded for a fixed term end automatically at the scheduled deadline, without any formality, notification or compensation being required, subject to the complete execution of contractual obligations in progress.

21.5. In case of serious or repeated breach by the Client of any of its contractual obligations, particularly in case of non-payment of fees, the Service Provider may terminate the Contract by right and without notice, by simple written notification addressed to the Client, without prejudice to any damages it may claim.

21.6. Termination, for any reason whatsoever, will not affect provisions intended by their nature to survive the end of the Contract, particularly those relating to remuneration, liability, confidentiality, intellectual property and dispute resolution.

22.1. In case of termination of the Contract, for any reason whatsoever, the Service Provider will cease the execution of all Assignments on the effective date of termination, subject, where applicable, to contractual obligations expressly provided to survive the Contract.

22.2. All Assignments executed, as well as those engaged or in progress on the effective date of termination, will be subject to invoicing on a pro rata temporis basis or according to the terms provided for in the Specific Contract, and remain fully due and payable by the Client, notwithstanding the termination of the Contract.

22.3. In case of early termination of the Contract attributable to the Client, and particularly in case of termination at its initiative outside the Service Provider's breach, the Client shall be liable, by right and without prior notice, for a lump sum indemnity equivalent to thirty percent (30%) of the total amount of fees excluding taxes remaining to run until the initially planned contractual term, as compensation for the loss of earnings suffered by the Service Provider. This indemnity is due without prejudice to the Service Provider's right to seek compensation for any additional duly justified damage.

22.4. Termination of the Contract does not in any case entail restitution of amounts already paid, which remain definitively acquired by the Service Provider, unless expressly stipulated otherwise.

23.1. The Parties undertake to keep strictly confidential all information, data, documents, exchanges, analyses, know-how, methods, processes, tools, deliverables and, more generally, any information of any nature whatsoever, communicated by one of the Parties to the other in the context of the execution of the Contract (hereinafter "confidential information").

23.2. The confidentiality obligation applies throughout the duration of the Contract and will remain in force for a period of five (5) years after its termination, for any reason whatsoever.

23.3. The following are not considered confidential information:

• information that was legally known to the receiving Party before its communication;
• information that has fallen into the public domain without breach of the Contract;
• information validly received from a third party not subject to a confidentiality obligation;
• information that must be disclosed pursuant to a legal, regulatory obligation or a decision of a competent judicial or administrative authority.

23.4. Confidential information may only be used for the strict needs of the execution of the Assignments and may only be communicated to employees, executives or subcontractors of the receiving Party who need to know, provided that they are themselves subject to an equivalent confidentiality obligation.

23.5. Any violation of this confidentiality obligation may engage the liability of the defaulting Party and give rise to the award of damages, without prejudice to any other action or conservatory or injunctive measure that the injured Party may seek.

24.1. Unless expressly stipulated otherwise in the Specific Contract, the Service Provider remains the sole holder of all intellectual property rights relating to its methods, tools, models, know-how, processes, documentation, developments, generic configurations, scripts, templates and, more generally, to all pre-existing elements or developed independently of the execution of the Assignments.

24.2. The deliverables produced in the context of the Assignments are made available to the Client as a non-exclusive, non-assignable and non-transferable license of use, strictly limited to the Client's own internal needs, for the duration of legal protection of the rights concerned, subject to full payment of fees due to the Service Provider.

24.3. Unless prior written agreement from the Service Provider, the Client is prohibited in particular from:

• any reproduction, distribution, commercialization, making available to third parties or exploitation of deliverables for purposes other than those provided for in the Contract;
• any modification, adaptation, decompilation or reverse engineering of protected elements, except in cases authorized by law.

24.4. No transfer of intellectual property rights is granted to the Client under the Contract, these provisions not constituting in any case a transfer of ownership.

24.5. The Service Provider retains the unlimited right to reuse, adapt and subsequently develop the general concepts, know-how, technical diagrams and non-Client-specific components resulting from the Assignments, provided that no confidential information or personal data of the Client is disclosed.

25.1. In the context of the execution of the Assignments, the Parties undertake to process personal data in compliance with applicable regulations, and in particular Regulation (EU) 2016/679 of 27 April 2016 on the protection of personal data (GDPR), as well as any applicable national legislation.

25.2. Depending on the nature of the Assignments, the Service Provider may be required to intervene as a processor or, where applicable, as a data controller within the meaning of the GDPR. The terms of data processing, as well as the respective obligations of the Parties, are specified, where applicable, in the Specific Contract or in a specific subcontracting agreement compliant with Article 28 of the GDPR.

25.3. The Service Provider undertakes to implement appropriate technical and organizational measures to guarantee a level of security adapted to the risks presented by the processing of personal data, and in particular to prevent any loss, alteration, disclosure or unauthorized access.

25.4. The Client remains responsible for the lawfulness of processing, the purposes pursued and the data transmitted to the Service Provider in the context of the Assignments, as well as for informing data subjects and respecting their rights.

26.1. Unless express written objection from the Client, the Service Provider is authorized to mention the name, corporate name and logo of the Client as a commercial reference, particularly on its institutional, commercial or marketing communication materials.

26.2. Any more detailed communication (case study, testimonial, publication of quantified results) will be subject to specific prior agreement from the Client.

27.1. The Contract is concluded intuitu personae with regard to the Client.

27.2. The Service Provider reserves the right to assign or transfer all or part of the Contract, particularly in the context of a restructuring, merger, contribution of assets or sale of a business line, subject to informing the Client.

27.3. The Client may not assign or transfer all or part of the Contract without the prior written agreement of the Service Provider.

28.1. In case of a dispute relating to the validity, interpretation, execution or termination of the Contract, the Parties undertake to seek an amicable solution before any contentious action.

28.2. To this end, the most diligent Party shall notify the other Party, in writing, of the existence of the dispute and its intention to initiate a mediation procedure.

28.3. Mediation will be conducted by an independent mediator, chosen by mutual agreement between the Parties or, failing that, designated by the competent mediation organization of the Service Provider's registered office.

28.4. The mediation procedure will have a maximum duration of thirty (30) days from the appointment of the mediator, unless otherwise agreed by the Parties.

28.5. At the end of this period, and in case of failure of mediation, each Party will regain its full freedom to take legal action.

28.6. The implementation of mediation does not interrupt or suspend the Client's payment obligations, nor the Service Provider's rights to seek conservatory or urgent measures.

29.1. The Contract is governed by the law of the State in which the Service Provider is established, as expressly identified in the Specific Contract, to the exclusion of any conflict of laws rule.

29.2. Any dispute relating to the validity, interpretation, execution or termination of the Contract, as well as any dispute arising in connection with contractual or pre-contractual relations between the Parties, falls under the exclusive jurisdiction of the materially competent courts of the Service Provider's registered office, as identified in the Specific Contract, notwithstanding plurality of defendants or third-party proceedings.

30.1. These General Terms and Conditions are drafted in French.

30.2. In case of translation into another language, the French version shall prevail in case of divergence of interpretation.

31.1. In the event that any provision of these General Terms and Conditions is declared null, invalid or inapplicable, in whole or in part, by virtue of a legal, regulatory provision or a final decision of a competent court, the other provisions shall remain fully valid and applicable. The Parties undertake, as far as possible, to replace the affected provision with a valid provision as closely as possible to the initial economic and legal intention.

31.2. These General Terms and Conditions, as well as the Specific Contract to which they relate, express the entire agreement between the Parties and cancel and replace any previous version, written or oral, relating to the same subject.

31.3. The fact that one of the Parties does not rely, at a given time, on any of the provisions of these General Terms and Conditions cannot be interpreted as a definitive waiver to rely on it subsequently.