LAST UPDATED
July 17, 2026
Legal Notice
Preamble
Ofelia, a simplified joint-stock company (société par actions simplifiée) with a share capital of €170,871.25, having its registered office at 60 rue François 1er, 75008 Paris (France), registered with the Paris Trade and Companies Register (RCS) under the corporate name Bonitasoft and under number 512 854 514, is a software publisher operating a conversational agentic solution designed to interact with its clients' Information Systems (IS) in order to allow them to submit requests and generate workflows. (The "Solution")
These general terms and conditions define the terms of access to the Solution in SaaS mode and the respective rights and obligations of the Parties.
1. Definitions
Subscription: means the subscription taken out by the Client entitling it to access the Services available through the Solution under the conditions set out in these GTC.
Administrator: means a representative or employee of the Client authorized to log in to the Interface and having unrestricted access to its features, in particular those relating to User management and document management within the Solution.
Database: means all data, information, process descriptions (workflows) and documents of any kind whatsoever, owned by the Client.
Client: means the legal entity that has taken out a Subscription.
GTC: means these general terms and conditions.
Account: means the area of the Solution associated with a User.
Creator: means an employee or representative of the Client authorized to design, configure, modify and publish workflows within the Solution, as well as to monitor their execution.
Interface: means the interface on which a Qualified User can log in to access the Services and configure access to the Solution according to the scope of the rights granted to them.
Messaging Tool: means the collaborative messaging tool integrated into the Client's IS, such as, for example, Microsoft Teams or Slack.
Commercial Proposal: means the commercial proposal signed between the Client and Ofelia, which specifies the Services included in the Subscription, the subscription term and the pricing conditions applicable to the Client.
Prompt: means an instruction written by a User and addressed to the Solution.
Services: means the services offered by the Solution.
IS: means the Client's information system.
Supervisor: means an employee or representative of the Client authorized to monitor the execution of workflows and to access their progress status.
User: means an employee or representative of the Client duly authorized to benefit from the Services.
Qualified User: means an Administrator, a Supervisor or a Creator.
2. Purpose
These GTC define the conditions under which the Client takes out a Subscription with Ofelia. The Subscription is non-exclusive and non-transferable.
Only the Services expressly mentioned in the Commercial Proposal or in these GTC are included in the Subscription.
Any service not covered herein shall be the subject of an amendment to the Subscription duly signed by a representative of each Party.
3. Conditions of Access to the Solution
The Client designates the Administrators authorized to log in to the Solution via access to the Interface provided by Ofelia during the onboarding process.
Administrators log in to the Interface from their Accounts to configure the Solution, create Accounts for Users according to their duties, and define the rights granted to Users.
Each User has, according to the authorizations defined by the Client, a personal login and password. Only the Account holder is authorized to log in using the logins and passwords corresponding to their Account.
The Account holder undertakes to keep their credentials strictly confidential.
Accordingly, any use of the Account is deemed to have been made by its holder or with their authorization, unless the holder is able to demonstrate that their Account has been hacked.
An Account may not be sold or transferred to another natural person without the express consent of Ofelia.
When the Account holder is no longer an employee or representative of the Client, the Client undertakes to immediately remove their access to the Solution.
A User may only benefit from the Services via the Messaging Tool if expressly authorized to do so by an Administrator.
4. Obligations of the Parties
4.1 Obligations of the Client
4.1.1 General Provisions
The Solution integrates natively into the Client's Messaging Tool. The user interacts in natural language from their usual interface. The Solution interprets the request and generates the corresponding process. This integration requires authorization to connect to the Client's IS and its Messaging Tool, which is a necessary condition for the implementation of the Services. Accordingly, the Client acknowledges that the implementation of the Services requires authorizing the Solution to connect to the applications and systems with which it wishes Ofelia to be integrated.
The Solution also requires the Client to import, via its Interface, the elements of its Database that it authorizes the Solution to analyze, in order to formulate responses to Prompts or to generate workflows.
The Client shall in particular take all necessary measures to enable Ofelia to connect the necessary APIs to its IS.
The Client acknowledges that if no answer to the Prompt submitted by the User is contained in the Database imported by the Client via its Interface, or if no documented procedure exists to address its need, the Solution will not have the information necessary to process the request.
In general, the responses provided by the Solution to the Client's Prompts depend on the content of the Database and on the configurations, permissions and rules defined by the Client within its IS.
The Client must therefore be particularly vigilant regarding the information and processes included in the imported Database, as well as the configuration performed, in order to ensure that they allow optimal use of the Solution.
The Client is solely responsible for the nature and content of the Prompts it submits to the Solution.
The Client acknowledges that the responses to Prompts provided to it via the Solution depend on the quality of the data, information and documents present in its Database.
Accordingly, it acknowledges that the responses provided to its Prompts depend on its Database, as imported by the Client.
Ofelia shall in no event be held liable if the Database is not up to date.
4.1.2 Fair Use
In order to preserve the proper functioning of the Solution, the Client shall refrain from carrying out security tests (in particular denial-of-service — DDoS — or brute-force attacks) without the express prior consent of Ofelia.
The Client undertakes to use the Solution as a reasonably prudent professional and in accordance with its intended purpose.
The Solution is designed to integrate into multi-agent architectures, whether acting as an orchestrator or as an agent called upon by third-party systems, under the technical conditions defined by Ofelia. Actions initiated by the Solution in the Messaging Tools (notifications, proactive messages, triggering of workflows) are executed solely pursuant to a governance rule previously configured by an authorized Administrator of the Client in accordance with these General Terms and Conditions.
The Client shall refrain from submitting, in a repeated or systematic manner, an abnormally high number of Prompts with regard to normal professional use. The use of any automated system or artificial intelligence agent, whether third-party or the Client's own, giving rise to such calls constitutes abnormal use of the Solution for which the Client remains fully responsible.
The Client shall ensure that the documents and content imported into the Solution are free from any virus, Trojan horse or malicious program of any kind.
The Client shall refrain from submitting any Prompt containing racist or homophobic content, content contrary to public decency, dangerous content, or content inciting violence.
The commitments set out in this Article 4.1.2 are made by the Client on its own behalf and on behalf of its employees and representatives.
Accordingly, the Client acknowledges that Ofelia may immediately suspend a User's access to the Solution in the event of non-compliance by the User with the fair use rules set out above.
4.2 Obligations of Ofelia
Ofelia undertakes to grant access to the Solution to any User designated by the Client, under conditions consistent with these GTC. The scope of the access right granted to the Client is defined in Article 8 (Intellectual Property).
Ofelia undertakes to use all necessary means to perform its contractual obligations. In particular, Ofelia undertakes to ensure that the Services are performed professionally and in accordance with the market standards applicable to the type of services concerned.
In any event, Ofelia undertakes to provide the Solution under the best security conditions. It undertakes to maintain such a level of security, at its own expense, throughout the term of the Subscription.
Ofelia undertakes to make the Solution available to the Client under the conditions defined in the Commercial Proposal.
4.3 Maintenance Obligations
Ofelia reserves the right to regularly install updates on the servers hosting the Solution, in order to prevent the occurrence of any malfunctions or to make any necessary corrections.
Where a scheduled maintenance operation is likely to render the Solution inaccessible, Ofelia will endeavor to notify the Client at least one week in advance.
The Client acknowledges, however, that compliance with such notice is not always possible due to the severity or urgency of the maintenance operation to be performed. In such cases, Ofelia will notify the Client as soon as possible in order to limit the inconvenience to the Client.
For the avoidance of doubt, the Client acknowledges that corrective maintenance applies only to the correction of anomalies resulting from a malfunction of the Solution's source files. Corrective maintenance is not owed where the anomaly is due to the Client's IT environment (including that of its Messaging Tool) or to third-party software used by the Client.
5. Financial Provisions
5.1 Set-up
Where the Commercial Proposal so provides, the configuration of the Solution on the Client's IS may be subject to invoicing.
5.2 Subscription Invoicing
The Subscription is invoiced on the basis of a fixed fee defined in the Commercial Proposal.
The fixed fee includes a maximum number of Prompts that may be submitted by Users over a given period.
In the event that the number of authorized Prompts is exceeded during the relevant period, the Solution will be automatically blocked until the beginning of the following period.
For the avoidance of doubt, it is specified that any Prompts not consumed during a period are not carried over to subsequent periods.
Where the number of Prompts provided for in the fixed fee is regularly reached, the Parties may meet at the initiative of the most diligent Party in order to possibly agree on a new fixed fee.
In the event of renewal of the Subscription, the applicable rates will be those in force on the renewal date.
5.3 Payment Terms
Invoices must be paid within a maximum of 30 days from the Effective Date. Any late payment will result in the application of a penalty equal to three (3) times the statutory interest rate, from the first day of delay. A fixed indemnity of forty (40) euros for recovery costs will also be due in the event of late payment.
In any event, Ofelia reserves the right to suspend or cancel all or part of the Subscription if payment is not made within the period referred to in the preceding paragraph.
5.4 Taxes and Withholding
The Client shall bear the payment of any tax that may be due in connection with the Subscription, such as "value added tax" or any other tax. For the purposes hereof, "Tax" means any tax of any kind whatsoever, withholding tax, or customs duty. If the Client is required under applicable regulations to apply a withholding tax or to deduct a Tax from the amount due to Ofelia, the invoiced price shall automatically be increased by an amount equivalent to the sum deducted.
6. Term
6.1 Effective Date and Term
The Subscription takes effect on the date the Client signs the Commercial Proposal. (The "Effective Date")
Unless otherwise provided in the Commercial Proposal, it is entered into for a term of twelve months from the Effective Date and is thereafter renewed by tacit renewal for successive periods of a duration equal to the initial term, unless terminated by either Party with two months' notice, notified by registered letter with acknowledgment of receipt.
The tacit renewal of the Subscription does not give rise to the formation of an agreement of indefinite duration.
6.2 Termination for Breach
In the event of a breach of the provisions of these GTC by either Party, such as, for example, non-payment of invoices, not remedied within thirty (30) days following formal notice sent for this purpose by registered letter with acknowledgment of receipt, the other Party may terminate these GTC, automatically and without judicial formalities, without prejudice to any damages that may be due.
6.3 Consequences of Termination of the Subscription
Articles 7, 9, 10, 12 and 19 shall continue to apply after the termination of the Subscription for any reason whatsoever.
7. Reversibility
7.1 Purpose of Reversibility
The purpose of this clause is to organize, upon expiry of the Subscription, the conditions under which:
- the Client may retrieve all of its data and content hosted via the Solution. For the avoidance of doubt, it is recalled that only the data and processes contained in the Database imported by the Client via its Interface are hosted via the Solution. Prompts submitted by Users and responses issued by the Solution are not retained beyond the period agreed with the Client.
For the sake of clarity, it is specified that Prompts submitted by Users and responses issued by the Solution remain hosted on the Client's Messaging Tool according to the settings defined by the Client and under its responsibility;
- Ofelia will, where applicable, provide assistance with migration to another provider or with the re-internalization of the Services by the Client.
7.2 Scope of Reversibility
Reversibility covers at a minimum:
- the Database imported by the Client, including, where applicable, the logs, histories and metadata necessary for the functional reuse of the data by the Client or by a new provider;
- documentary elements: the connection and export procedures and, where applicable, the API specifications enabling the retrieval of the data.
For all useful purposes, it is recalled that the Prompts and responses provided by the Solution remain accessible in the Client's Messaging Tool for the duration configured by the Client.
Ofelia's intellectual property rights in the Solution are in no way transferred to the Client as a result of reversibility.
7.3 Format and Terms of Data Return
7.3.1 Principle
Ofelia undertakes to make available to the Client, at no cost other than those expressly provided for in Article 7.6, all data falling within the scope of reversibility:
- in a commonly used, machine-readable format (for example CSV, XML, or any other standard format agreed between the Parties);
- by secure delivery (download via a dedicated space, deposit on a secure server, delivery on encrypted media, etc.), in accordance with the terms agreed between the Parties.
7.3.2 Time Limit
The Client has thirty (30) days from the date of termination of the Subscription to request the implementation of reversibility.
From the reversibility request, the Parties have thirty (30) days to carry out the reversibility. This period may be extended up to a maximum of seven (7) months where it is insufficient to allow the completion of the reversibility.
7.4 Reversibility Assistance
At the Client's request, Ofelia shall provide, within the limits of its expertise and on the basis of a prior accepted quote, reversibility assistance, which may include in particular:
- assistance in defining and updating a reversibility plan;
- technical assistance to the Client's new provider for the import and takeover of data (Users' Prompts and responses provided to Prompts);
- participation in migration coordination meetings.
This assistance constitutes a post-contractual assistance clause related to reversibility and is invoiced in accordance with the terms set out in Article 7.6.
7.5 Fate of Data at the End of the Subscription
7.5.1 Return Prior to Destruction
The destruction of the Client's data may only take place after the completion of the reversibility operations and, in any event, after the effective delivery of the agreed exports.
7.5.2 Destruction of Data
At the end of the above period, and unless otherwise requested in writing by the Client or subject to a legal retention obligation, Ofelia shall destroy or anonymize all Prompts submitted by Users and responses issued by the Solution, and any Client data hosted on its servers. Ofelia shall provide the Client, upon request, with a certificate of destruction or anonymization.
Where applicable, Ofelia reserves the right to retain, in archived and secure form, all or part of the elements mentioned above, for a period corresponding to the limitation period applicable to contractual liability claims, solely in order to preserve evidence of its proper performance of its contractual obligations in the event of a dispute with the Client. At the end of this period, all such elements will be automatically destroyed.
7.6 Financial Terms of Reversibility
The standard exports mentioned in this Article 7 are included in the price of the Services.
Assistance services, specific developments (migration scripts, dedicated interfaces, non-standard formats) and, more generally, any intervention exceeding the standard exports shall be invoiced on the basis of prevailing market rates.
8. Intellectual Property
Ofelia holds all copyrights, as well as all intellectual and industrial property rights of any kind whatsoever, relating to the Solution and to all documentation and data provided to the Client in connection with the performance of the Commercial Proposal and the GTC.
Accordingly, the Client shall refrain from performing any of the acts mentioned below:
Reverse engineering. Prohibition on carrying out any reverse engineering, decompilation, analysis, disassembly or search for the source code or any element of the Solution, without the express authorization of Ofelia.
Derivative works. Prohibition on creating or authorizing the creation of a solution developed from the Solution or from the analysis of Prompts and their processing by the Solution, with a view to providing services identical, competing, similar, related or complementary to those of Ofelia.
For its part, Ofelia acknowledges that the Client remains the exclusive owner of all data and information related to or derived from the Database, as well as the Prompts processed via the Solution and the responses formulated by the Solution on the basis of the information collected in the Database.
9. Liability
9.1 Limited Liability
As Ofelia is bound by an obligation of means (best efforts), its liability may only be incurred if the Client is able to demonstrate a breach of the obligations incumbent upon it. The Client acknowledges that it must, in any event, take all measures necessary to safeguard its interests. In particular, the Client acknowledges that, given the current state of technology, a response provided by a module based on artificial intelligence, or the generation of documents by AI, cannot be considered reliable in an absolute and systematic manner. Accordingly, it is up to Users to regularly verify the accuracy of the responses provided to their Prompts by the Solution.
Ofelia may in no event be held liable for a defect related to software or a solution published by a third party and used by the Client.
In any event, Ofelia's liability may not be incurred towards the Client or any third party, for any damage of any kind whatsoever, for an amount exceeding the sums paid by the Client under the Subscription for the calendar year in question. Ofelia shall not be held liable for indirect damages suffered by the Client, such as financial or commercial loss, loss of customers or savings, any commercial disturbance, any increase in costs and other overheads, loss of profit, loss of data, or loss of brand image that may result from the non-performance by Ofelia of all or part of the obligations referred to herein or mentioned in the Commercial Proposal.
The limitation of liability mentioned herein applies to any liability claim, regardless of its basis.
Ofelia shall in no event be held liable for the content of Prompts or for an erroneous response related to a quality defect in the Database.
9.2 Liability of the Client
The Client is solely responsible for security in its use of the Solution, in particular the configuration of access rights, the management of the identities of authorized Users, and the integration of the Solution with its IS and its tools.
For all useful purposes, it is also recalled that the responses provided to Prompts and the nature of the processes triggered for their execution depend exclusively on the configuration performed by the Client and on the data, procedures and information, of any kind whatsoever, present in its IS and its Database.
Accordingly, the Client shall be solely responsible for any unauthorized access, disclosure, exfiltration or unintended use of the Client's internal information, where such events result directly or indirectly from:
- an inappropriate configuration of access rights by the Client;
- poor management of identities or roles within third-party tools connected to the Solution (including, without limitation, Microsoft Teams, Slack, or any other collaboration tool);
- the Client's failure to comply with the configuration recommendations documented by Ofelia and made available to it in the Solution's official documentation.
It is the Client's responsibility to ensure that the access rights granted to its Users comply with the principle of least privilege and are consistent with its internal security policy.
10. Force Majeure
The Parties shall not be held liable if the performance of their respective obligations is delayed or prevented by an event of force majeure, an unforeseeable event, or a cause beyond their control, such as, in particular: natural disaster, war, earthquake, fire, explosions, riots, intervention of governmental authorities, severe weather, or damage.
11. Warranty
Ofelia undertakes to indemnify and hold the Client harmless against any action brought by a third party relating to the Solution based on the infringement of a patent, copyright, or any other intellectual property right, provided that (i) Ofelia has had the opportunity to participate in the Client's defense and in negotiations relating to any amicable settlement of the dispute, and provided that (ii) the action brought by the third party has resulted in a final and enforceable court decision or a settlement.
Consequently, the Client undertakes to inform Ofelia in writing without delay of any action likely to trigger its warranty, in order to allow it to intervene voluntarily before the court seized. In the event that the Solution, or its use, is found to be infringing in whole or in part, Ofelia may decide at its sole discretion and at its own expense (i) to modify the Solution so that it is no longer infringing, or (ii) to replace it with a non-infringing solution.
These provisions do not apply and create no obligation on the part of Ofelia where the infringement action results from (i) use outside the scope of the Subscription, or (ii) use of the Solution combined with other software, hardware, products or solutions not provided by Ofelia.
12. Personal Data
Capitalized terms not defined in Article 1 of these GTC have the meaning given in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).
12.1 Ofelia as Data Controller
The Personal Data of the Client's representatives and employees that may be collected by Ofelia, and for which Ofelia is the Data Controller, are processed in accordance with its privacy policy available online.
Such Data essentially concern the first and last names of Users as well as their professional contact details. They are processed by Ofelia in particular for the following purposes: (i) the creation of Accounts, (ii) the handling of support requests, and (iii) operations relating to the commercial relationship between Ofelia and the Client, in particular for invoicing purposes and monitoring the performance of Commercial Proposals.
The GDPR grants every data subject rights, in particular to access, obtain the rectification of and erase Personal Data concerning them. To exercise these rights, Data Subjects may contact Ofelia at the following address: gdpr@ofelia.com.
Data are retained for the duration of the Subscription.
12.2 Ofelia as Data Processor
The Parties agree that the Client is, within the meaning of the GDPR, the Data Controller of any Personal Data that may be contained in the Prompts, the responses formulated and the documents generated by the Solution, and that Ofelia acts as Data Processor for the Processing operations referred to in the Data Processing Agreement.
Ofelia's obligations as Data Processor are set out in the Data Processing Agreement.
12.3 Data Analysis
The Client agrees that Ofelia may (i) compile statistical data and other information related to the performance, operation and use of the Solution and the Services, and (ii) use Data from the Services in aggregated and anonymized form for the security and management of the Solution and the Services as a whole, their improvement and the possible development of new features and versions.
Statistical data may in particular be used to analyze the Client's use of the Solution in order to offer it services tailored to its needs.
13. Confidentiality
In the course of their contractual relationship, one Party (the "Disclosing" Party) may disclose to the other Party (the "Receiving" Party) certain confidential or proprietary information related to the Disclosing Party's business, such as, in particular but not exclusively, technical data, trade secrets, know-how, manufacturing plans, designs and models, inventions, patent applications, information protected by copyright, financial information, marketing strategies, customer data, strategic objectives, or any data, of whatever nature, whose importance justifies its confidential nature (hereinafter, the "Confidential Information" or the "Information"). The Receiving Party undertakes to keep such information strictly confidential, unless the Information has already been voluntarily disclosed to the public by the Disclosing Party or the Disclosing Party has given its written authorization for the Information to be disclosed to the third party. The Receiving Party undertakes to take all necessary measures to guarantee the confidentiality of the Information.
However, the following shall not be considered confidential: (a) Information that was in the public domain on the date it was communicated by one Party to the other; (b) Information that has become well known or known to the general public without any breach of any obligation hereunder; (c) Information already known to the Party to whom it was communicated by the other Party; (d) Information disclosed by a third party legitimately holding it and having the right to disclose it; (e) Information that must be disclosed pursuant to an order of a competent judicial authority, subject to informing the Disclosing Party where such disclosure is not prohibited by the judicial authority concerned or by the applicable regulations.
The Parties expressly acknowledge that the provisions of the agreements entered into between them must be considered Confidential Information.
The Parties expressly acknowledge that the source code of the Solution and all of its documentation constitute Confidential Information.
14. Commitments Related to the Use of an AI Solution
In any event, Ofelia undertakes to use all means to ensure that the Solution:
- excludes any prohibited practice as defined by Regulation (EU) 2024/1689 laying down harmonized rules on artificial intelligence (the "AI Act") and by the regulations applicable to AI (hereinafter together, the "AI Regulations");
- complies, from its design and throughout the term of the Subscription, with the AI Regulations;
- is subject to human oversight, allowing in particular the Solution to be suspended at any time if necessary;
- respects privacy and non-discrimination. In particular, Ofelia warrants that it has implemented technical and organizational measures, such as combating discriminatory bias, in the development of the Solution;
- complies with industry best practices in terms of security;
- is hosted in Europe by default.
Ofelia undertakes to implement a procedure for identifying, estimating, managing and assessing known or reasonably foreseeable risks related to the use of its artificial intelligence Solution. Following the risk assessment, Ofelia undertakes to identify and communicate to the Client the category of artificial intelligence solution, in particular whether it meets the conditions for qualification as a high-risk artificial intelligence solution as provided for by the AI Regulations in force.
15. Assignment
Each Party expressly refrains from assigning, in whole or in part, the rights and obligations arising from the Subscription without the prior authorization of the other Party.
16. Communication
The Parties may cite each other as partners in their commercial documentation, on their websites and on any communication media.
Accordingly, the Parties mutually authorize each other to reproduce their logos and trademarks on their communication media, provided that the presentation materials have been communicated in advance.
The Parties undertake not to object to such communication in an unjustified manner.
17. Notices
Except where otherwise provided herein, any correspondence and notice to be made between the Parties shall only be considered valid if it takes one of the following forms:
- registered letter with acknowledgment of receipt;
- letter delivered by hand against a receipt signed by a representative of one of the Parties;
- email confirmed by an acknowledgment of receipt from the recipient.