Legal Notice

Preamble

Ofelia, a simplified joint-stock company (SAS) with capital of €170,871.25, located at 60 rue François 1er, 75008 Paris (France), registered with the Paris Trade and Companies Register 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 System (IS), enabling 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: refers to the subscription taken out by the Client, granting the right to access the Services available through the Solution under the terms set out in these Terms and Conditions.

Administrator: refers to a representative or employee of the Client authorized to log in to the Interface and who has unrestricted access to its features, in particular those relating to User management and document management within the Solution.

Database: refers to all data, information, process descriptions (workflows), and documents of any kind, owned by the Client.

Client: refers to the legal entity that has taken out a Subscription.

Terms and Conditions: refers to these general terms and conditions.

Account: refers to the area of the Solution associated with a User.

Creator: refers to an employee or representative of the Client authorized to design, configure, modify, and publish workflows within the Solution, and to monitor their execution.

Interface: refers to 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 their rights.

Messaging Tool: refers to the collaborative messaging tool integrated into the Client's IS, such as Microsoft Teams or Slack, for example.

Commercial Proposal: refers to the commercial proposal signed between the Client and Ofelia, which specifies the Services included in the Subscription, the subscription term, and the pricing terms applicable to the Client.

Prompt: refers to an instruction written by a User and addressed to the Solution.

Services: refers to the services offered by the Solution.

IS: refers to the Client's information system.

Supervisor: refers to an employee or representative of the Client authorized to monitor the execution of workflows and access their progress status.

User: refers to an employee or representative of the Client duly authorized to benefit from the Services.

Qualified User: refers to an Administrator, a Supervisor, or a Creator.

2. Purpose

These Terms and Conditions define the terms under which the Client subscribes to a Subscription with Ofelia. The Subscription taken out is non-exclusive and non-transferable.

Only the Services expressly mentioned in the Commercial Proposal or in these Terms and Conditions are included in the Subscription.

Any service not covered herein will be subject to 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 provided by Ofelia to the Interface during the onboarding process.

Administrators log in to the Interface from their Accounts to configure the Solution, create Accounts for Users according to their responsibilities, and define the rights granted to Users.

Each User has, according to the permissions defined by the Client, a personal login and password. Only the Account holder is authorized to log in using the login credentials 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 was hacked.

An Account may not be sold or transferred to another individual except with Ofelia's express agreement.

When the Account holder is no longer an employee or representative of the Client, the Client undertakes to immediately delete their access to the Solution.

A User may only benefit from the Services via the Messaging Tool if they have been expressly authorized to do so by an Administrator.

4. Obligations of the Parties

4.1 Client's Obligations

4.1.1 General

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, a condition necessary 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 generate workflows.

The Client shall, in particular, take all measures necessary to enable Ofelia to connect the required APIs to its IS.

The Client acknowledges that if no response to the Prompt formulated by the User is contained in the Database imported by the Client via its Interface, or if there is no documented procedure to address the need in question, the Solution will not have the information necessary to process the request.

Generally speaking, the responses provided by the Solution to the Client's Prompts depend on the content of the Database, 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 they enable 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 via the Solution depend on the quality of the data, information, and documents contained in its Database.

Accordingly, it acknowledges that the responses provided to its Prompts depend on its Database, as imported by the Client.

Ofelia cannot under any circumstances be held liable if the Database is not up to date.

4.1.2 Proper Use

In order to preserve the proper functioning of the Solution, the Client shall not perform security testing (in particular denial-of-service — DDOS — or brute-force attacks) without Ofelia's prior express agreement.

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, in accordance with the technical conditions defined by Ofelia. Actions initiated by the Solution within 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 not repeatedly or systematically submit an abnormally high number of Prompts relative to normal professional use. The use of any automated system or artificial intelligence agent, whether third-party or belonging to the Client, generating 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 of any virus, Trojan horse, or malicious program of any kind.

The Client shall not submit any Prompt with content that is racist, homophobic, contrary to public decency, dangerous, or incites violence.

The commitments referred to 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 proper-use rules referred to above.

4.2 Ofelia's Obligations

Ofelia undertakes to grant access to the Solution to each User designated by the Client, under conditions consistent with these Terms and Conditions. The scope of the access rights granted to the Client is defined in Article 8, Intellectual Property.

Ofelia undertakes to implement all means necessary 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 this type of service.

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 any malfunctions or to make any necessary corrections.

Where scheduled maintenance 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 a notice period is not always possible due to the severity or potential urgency of the maintenance operation to be carried out. In such cases, Ofelia will notify the Client as soon as possible, in order to limit any inconvenience.

For the avoidance of doubt, the Client acknowledges that corrective maintenance applies solely 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 specified in the Commercial Proposal, the configuration of the Solution on the Client's IS may be subject to billing.

5.2 Subscription Billing

The Subscription is billed on the basis of a package defined in the Commercial Proposal.

The package includes a maximum number of Prompts that may be submitted by Users during a given period.

If the number of authorized Prompts is exceeded during the relevant period, the Solution will be automatically blocked until the start of the following period.

For the avoidance of doubt, it is specified that any Prompts not used during a given period do not carry over to subsequent periods.

Where the number of Prompts provided for in the package is regularly reached, the Parties may meet, at the initiative of the most diligent Party, to agree on a possible new package.

In the event of renewal of the Subscription, the applicable rates will be those in effect 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 a penalty equal to three (3) times the legal interest rate, from the first day of delay. A flat-rate compensation of forty (40) euros for collection costs will also be due in the event of late payment.

In any event, Ofelia reserves the right to suspend or cancel the Subscription, in whole or in part, if payment is not made within the period referred to in the preceding paragraph.

5.4 Taxes and Withholding Tax

The Client shall bear the cost 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, withholding tax, or customs duty. If the Client is required, pursuant to applicable regulations, to withhold or deduct a Tax from the amount due to Ofelia, the invoiced price must 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 specified in the Commercial Proposal, it is entered into for a term of twelve months from the Effective Date and is thereafter automatically renewed for successive periods of equal duration to the initial term, unless terminated by either Party with two months' notice, notified by registered letter with acknowledgment of receipt.

The automatic renewal of the Subscription does not result in the formation of an open-ended contract.

6.2 Termination for Breach

In the event of a breach of the provisions of these Terms and Conditions by either Party, such as failure to pay invoices, for example, not remedied within thirty (30) days following formal notice sent for that purpose by registered letter with acknowledgment of receipt, the other Party may terminate this Agreement, automatically and without judicial formalities, without prejudice to any damages owed.

6.3 Consequences of Termination of the Subscription

Articles 7, 9, 10, 12, and 19 will continue to apply after termination of the Subscription for any reason whatsoever.

7. Reversibility

7.1 Purpose of Reversibility

The purpose of this clause is to organize, upon expiration of the Subscription, the conditions under which:

the Client will be able to 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 formulated by Users and responses issued by the Solution are not retained beyond the period agreed with the Client.

For clarification purposes, it is specified that Prompts formulated by Users and responses issued by the Solution remain hosted on the Client's Messaging Tool according to the configuration defined by the Client and under its responsibility;

Ofelia will provide, where applicable, assistance with migration to another provider or with the Client's in-house reintegration of the Services.

7.2 Scope of Reversibility

Reversibility covers, at a minimum:

the Database imported by the Client, including, where applicable, the logs, history, 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 data retrieval.

For all useful purposes, it is recalled that Prompts and responses provided by the Solution remain accessible in the Client's Messaging Tool, for the period configured by the Client.

Ofelia's intellectual property rights in the Solution are not transferred to the Client under any circumstances 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 as expressly provided for in Article 7.6, all data falling within the scope of reversibility:

in a commonly used, machine-readable format (e.g., CSV, XML, or any other standard format agreed between the Parties);

through secure provision (download via a dedicated space, deposit on a secure server, delivery on encrypted media, etc.), according to the terms agreed between the Parties.

7.3.2 Timeframe

The Client has a period of thirty (30) days from the date of termination of the Subscription to request the implementation of reversibility.

From the date of the reversibility request, the Parties have a period of thirty (30) days to carry out reversibility. This period may be extended up to a maximum of seven (7) months where it is insufficient to allow reversibility to be completed.

7.4 Reversibility Assistance

At the Client's request, Ofelia will provide, within the limits of its expertise and on the basis of a prior accepted quote, reversibility assistance, which may include in particular:

assistance with defining and updating a reversibility plan;

technical assistance to the Client's new provider for importing and recovering data (Users' Prompts and the responses provided to Prompts);

participation in migration coordination meetings.

This assistance constitutes a post-contractual assistance clause related to reversibility and is billed 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

Destruction of the Client's data may only take place after completion of the reversibility operations and, in any event, after the agreed exports have been effectively made available.

7.5.2 Destruction of Data

At the end of the period referred to above, and unless the Client requests otherwise in writing or there is a legal retention obligation, Ofelia will destroy or anonymize all Prompts formulated by Users and responses issued by the Solution, as well as any Client data hosted on its servers. Ofelia will provide the Client, upon request, with a certificate of destruction or anonymization.

Where applicable, Ofelia reserves the right to retain, in archived form and in a secure manner, all or part of the elements mentioned above, for a period corresponding to the limitation period applicable to contractual liability claims, solely and exclusively 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 referred to 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 will be billed on the basis of prevailing market rates.

8. Intellectual Property

Ofelia holds all copyright, as well as all intellectual and industrial property rights of any kind, relating to the Solution and to all documentation and data provided to the Client in connection with the performance of the Commercial Proposal and these Terms and Conditions.

Accordingly, the Client shall not perform any of the acts mentioned below:

Reverse engineering. The Client is prohibited from carrying out any reverse engineering, decompilation, analysis, disassembly, or attempt to discover the source code or any element of the Solution, without Ofelia's express authorization.

Derivative works. The Client is prohibited from 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 that are 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 arising from the Database, as well as the Prompts processed via the Solution and the responses formulated by the Solution based on the information collected in the Database.

9. Liability

9.1 Limited Liability

As Ofelia is bound by an obligation of means, its liability may only be engaged if the Client is able to demonstrate a breach of its obligations. 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 the art, a response provided by a module based on artificial intelligence or document generation by AI cannot be considered absolutely and systematically reliable. Accordingly, it is the responsibility of Users to regularly verify the accuracy of the responses provided to their Prompts by the Solution.

Ofelia cannot under any circumstances 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 towards the Client or any third party, for any damage of any kind whatsoever, cannot exceed the amounts paid by the Client for the Subscription for the calendar year in question. Ofelia cannot be held liable for indirect damages suffered by the Client, such as financial or commercial loss, loss of customers or savings, any commercial disruption, any increase in costs and other overheads, loss of profit, loss of data, or loss of brand image that may result from Ofelia's failure to perform, in whole or in part, the obligations referred to herein or mentioned in the Commercial Proposal.

The limitation of liability referred to herein applies to any liability action, regardless of its basis.

Ofelia cannot under any circumstances be held liable for the content of Prompts or for an erroneous response related to a defect in the quality of the Database.

9.2 Client's Liability

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 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 present in its IS and Database.

Accordingly, the Client will 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:

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 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.

9.3 Force Majeure

Neither Party shall be liable if the performance of its respective obligations is delayed or prevented due to a case of force majeure, an act of God, or a cause beyond its control, such as, in particular: natural disaster, war, earthquake, fire, explosions, riots, intervention by government authorities, severe weather, or damage.

10. Warranty

Ofelia undertakes to indemnify and hold the Client harmless against any action brought by a third party relating to the Solution and based on 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 any negotiations relating to a possible 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.

Accordingly, the Client undertakes to promptly inform Ofelia in writing of any action likely to trigger this warranty, in order to allow Ofelia to voluntarily intervene before the court seized of the matter. In the event that the Solution, or its use, is considered to be wholly or partly infringing, 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 Ofelia's part 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.

11. Personal Data

Capitalized terms not defined in Article 1 of these Terms and Conditions have the meaning given to them in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).

11.1 Ofelia as Controller

Personal Data of the Client's representatives and employees that may be collected by Ofelia, and for which Ofelia acts as Controller, is processed in accordance with its privacy policy available online.

This Data mainly concerns the names and surnames of Users as well as their professional contact details. It is processed by Ofelia for the following purposes in particular: (i) creation of Accounts, (ii) processing of support requests, and (iii) operations relating to the commercial relationship between Ofelia and the Client, in particular for billing purposes and monitoring the performance of Commercial Proposals.

The GDPR grants every data subject certain rights, in particular to access, rectify, and erase the Personal Data concerning them. To exercise these rights, Data Subjects may contact Ofelia at the following address: gdpr@ofelia.com.

Data is retained for the duration of the Subscription.

11.2 Ofelia as Processor

The Parties agree that the Client is, within the meaning of the GDPR, the Controller of any Personal Data contained in Prompts, the responses formulated, and the documents generated by the Solution, and that Ofelia acts as Processor for the Processing referred to in the Data Processing Agreement.

Ofelia's obligations as Processor are set out in the Data Processing Agreement.

12. 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 an 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 context 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, but not limited to, technical data, trade secrets, know-how, manufacturing plans, designs and models, inventions, patent applications, copyright-protected information, financial information, marketing strategies, customer data, strategic objectives, or any data of any kind whose importance justifies confidential treatment (hereinafter, the "Confidential Information" or the "Information"). The Receiving Party undertakes to keep this information strictly confidential, unless the Information has already been voluntarily made public by the Disclosing Party or the Disclosing Party has given its written authorization for the Information to be disclosed to a third party. The Receiving Party undertakes to take all measures necessary to ensure the confidentiality of the Information.

However, the following will not be considered confidential: (a) Information that was in the public domain on the date it was disclosed by one Party to the other, (b) Information that has become public knowledge or well known, without any breach of the obligations set out herein, (c) Information that was already known to the Party to which it was disclosed by the other Party, (d) Information disclosed by a third party legitimately holding it and entitled to disclose it, and (e) Information required to 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 relevant judicial authority or by applicable regulations.

The Parties expressly acknowledge that the provisions of the agreements entered into between them are to be considered Confidential Information.

The Parties expressly acknowledge that the Solution's source code 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 its best efforts 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 applicable AI regulations (together, the "AI Regulations");

complies, from its design and throughout the term of the Subscription, with the AI Regulations;

is subject to human oversight, enabling it in particular to be suspended at any time if necessary;

respects privacy and non-discrimination. In particular, Ofelia guarantees 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 evaluating 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 qualification criteria for a high-risk artificial intelligence solution under the AI Regulations in force.

15. Assignment

Each Party expressly agrees not to assign, in whole or in part, the rights and obligations arising from the Subscription without the other Party's prior authorization.

16. Communication

The Parties may refer to each other as partners in their commercial documentation, on their website, and in any communication materials.

Accordingly, the Parties mutually authorize each other to reproduce their logos and trademarks in their communication materials, provided that the presentation materials have been communicated in advance.

The Parties undertake not to unreasonably object to such communication.

17. Notification

Unless otherwise provided herein, any correspondence and notification to be made between the Parties will only be considered valid if made in 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.

Each Party elects domicile at its registered office.

18. Independence of the Parties

The Parties are independent of one another. Neither Party may be considered the employee, agent, or legal representative of the other Party.

19. Changes to the Terms and Conditions

The Client expressly acknowledges that the Services are subject to the Terms and Conditions in effect on the date they are provided, as published on Ofelia's website.

The version reference of the Terms and Conditions in effect on the date the Commercial Proposal is signed is indicated therein.

In the event of a change to the Terms and Conditions likely to affect the rights or obligations of the Parties, the proposed change will be sent to the Client by email at least thirty days before it takes effect. Non-acceptance of the new terms and conditions will result in termination of the Subscription without entitling the Client to any compensation.

20. Miscellaneous

Signature (including electronic signature) of the Commercial Proposal by the Client constitutes full and complete acceptance of the Terms and Conditions referenced therein.

The invalidity of any clause or article herein will not affect the validity of the other clauses and articles. In the event a clause is held invalid, the Parties will endeavor to replace it with a valid, balanced clause having the same purpose.

Any agreement derogating from or supplementing these terms must be recorded in writing.

The Client acknowledges that only these Terms and Conditions and the Commercial Proposal govern the Subscription and its relationship with Ofelia.

The headings of the articles of these Terms and Conditions are for convenience only and do not in any way affect the meaning of the provisions to which they refer.

No act of tolerance by either Party, even if repeated, shall constitute a waiver by that Party of any of the provisions hereof.

These Terms and Conditions are governed by French law.

Failing an amicable agreement within thirty (30) days of the occurrence of a dispute between the Parties, notified by registered letter with acknowledgment of receipt, any dispute concerning the interpretation, performance, or termination of the Subscription shall fall within the exclusive jurisdiction of the Paris Commercial Court for Economic Activities (tribunal des activités économiques de Paris).

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