Terms and conditions of sale

These general terms and conditions of sale are applicable as from 22 April 2026.

1. INTRODUCTION

1.1. These general terms and conditions of sale (hereinafter referred to as the "GTC") are established by the company DATABAIT (hereinafter referred to as the "Provider"), a simplified joint-stock company (société par actions simplifiée) with a share capital of 50,000 euros, registered with the Paris Trade and Companies Register under number 104 185 954, whose registered office is located at 127 rue La Fayette, in Paris (75010), represented by its president in office domiciled in this capacity at the said registered office. Telephone: +33675018770; e-mail: ; website: www.databait.io; intra-Community VAT number: FR12104185954.

1.2. The Provider is an innovative company that has developed a solution for the proactive detection of data leakage and misuse through the generation, injection and monitoring of fictitious user accounts in databases (hereinafter referred to as the "Solution").

1.3. The Provider offers to natural or legal persons who do not have the status of consumer or non-professional within the meaning of the provisions of the French Consumer Code the possibility of benefiting from the Solution to protect their databases and/or of ordering any additional services (hereinafter jointly referred to as the "Services").

1.4. Ordering Services under the terms hereof is exclusively reserved for professionals established or operating in French territory. Any request to use the Solution in a foreign territory shall require the conclusion of a specific contract.

2. APPLICATION AND ENFORCEABILITY OF THE GTC

2.1. The purpose of these GTC is to define all the conditions under which the Provider markets the Solution and/or any additional service, as offered for sale to the natural or legal person (hereinafter referred to as the "Client") whose designation is indicated in the quotation, the purchase order and/or the commercial proposal drawn up by the Provider (hereinafter indistinctly referred to as the "Quotation").

2.2. The Provider draws up the Quotation after making contact with the Client and gathering its needs. The Quotation is valid for 30 days after it is drawn up. The GTC are provided to the Client together with the Quotation, where applicable in electronic form. They are also available on the Provider's website and/or may be communicated upon simple request sent by e-mail to the Provider. The signature or acceptance of the Quotation by the Client, by any means whatsoever, formalises the order (hereinafter referred to as the "Order"). The GTC and the accepted Quotation fully govern the contractual relationship between the Parties (hereinafter referred to as the "Agreement").

2.3. The Client declares and acknowledges that the commercial negotiation that preceded the conclusion of the Agreement was conducted in good faith and that it benefited, during the pre-contractual negotiation phase, from all the information necessary and useful to enable it to commit in full knowledge of the facts, as well as from any information likely to determine its consent that the Provider could not legitimately disregard in view of the needs expressed.

2.4. Consequently, placing an Order by signing or accepting the Quotation implies the Client's full and unreserved adherence to these GTC, to the exclusion of any other documents in its possession such as prospectuses, catalogues or advertising brochures issued by the Provider or the content of its website, which have only an indicative and non-contractual value. Any general terms and conditions of purchase of the Client are also expressly excluded from the scope of the Agreement.

2.5. In the event of a contradiction between provisions of the Quotation and of the GTC, the relevant provisions of the Quotation shall prevail over those of the GTC.

2.6. Any reservation concerning the GTC put forward by the Client shall therefore, failing express acceptance by the Provider, be unenforceable against the latter, regardless of when it may have been brought to its attention.

2.7. Any stipulations derogating from these GTC must result from an express agreement of the Parties, set out in special terms and conditions of sale incorporated into or appended to the Quotation by the Provider, or in any other document evidencing the agreement of both Parties, such as a specific services agreement.

3. DESCRIPTION OF THE SOLUTION

3.1. Generation and injection of user accounts (set-up)

3.1.1. The implementation of the Solution is preceded by a set-up phase for the purpose of generating and injecting fictitious user accounts into the Client's database.

3.1.2. The fictitious user accounts are generated algorithmically from French public statistical information under open licence version 2.0 (INSEE, IRIS, BDNB), without recourse to artificial intelligence, on the basis of the needs expressed by the Client in terms of the quantity, geographical origin and/or socio-professional category desired, in order to minimise the risks of identification. Each user account is provided with a fictitious identity (first name, surname), a verifiable geographical address and a functional e-mail address. Additional categories of information may be added as an option (in particular fictitious or functional telephone numbers) in order to match the structure of the Client's database.

3.1.3. The fictitious user accounts are, at the Provider's choice, either provided to the Client for injection into its database under its own responsibility, or directly injected by the Provider on the basis of the technical and security instructions provided by the Client. As the Provider is not in charge of hosting or operating the Client's database, it is in all cases incumbent upon the Client to back up its database prior to any user-account injection operation, as well as to ensure the feasibility of reversing the operation in the event of failure of the injection operation for any reason whatsoever. The injection operation is time-stamped by means of a technical process meeting the requirements of the eIDAS Regulation and may, as an option, be recorded through the offices of a judicial commissioner (commissaire de justice) instructed by the Client.

3.1.4. The set-up phase ends with the Client's acceptance of the injection operation, with or without reservation.

3.2. Monitoring of database usage (monitoring)

3.2.1. The monitoring phase implements surveillance of the content received as well as of the content published online.

3.2.2. The Solution carries out continuous monitoring of any content (e-mail, SMS and/or call) sent to the e-mail address and/or the functional telephone numbers associated with a fictitious user account injected into a database, any unsolicited receipt being, by construction, the signal of a leak or misuse of the database. In order to avoid false positives, the Solution allows the implementation of whitelists provided by the Client.

3.2.3. The Solution allows, as an option, monitoring of content published online on the dark web. Any detection of information associated with a fictitious user account is the signal of a leak of the database.

3.3. Alert and constitution of the evidence file

3.3.1. The Solution automatically alerts the Client by e-mail, at the address it has provided to the Provider, of any receipt of content (e-mail, SMS and/or call) sent to the e-mail address and/or the functional telephone numbers associated with a fictitious user account injected into the database, as well as, where applicable, of any detection on the dark web of information associated with a fictitious user account. The content received or detected by the Solution is time-stamped by means of a technical process meeting the requirements of the eIDAS Regulation.

3.3.2. The alert received by the Client includes all the forensic metadata of the content received or detected, as well as their automatic classification by type (spam, phishing, data leak, partner non-compliance, abusive internal use) by means of an artificial intelligence process.

3.3.3. The Client has the possibility of reporting the receipt of a false positive in order to terminate the alert, or of confirming the disputed origin of the content received in order to allow the collection of other similar content for an indicative period of 48 hours. At the end of the collection window, the Client has the possibility of requesting a report by a judicial commissioner (commissaire de justice) in order to obtain evidence immediately usable in court. The indicative time for drawing up the report through a judicial commissioner partnering with the Provider is 72 business hours.

3.4. Evolutions of the Solution

3.4.1. As the Solution is operated from an online platform, it is intended to evolve continuously and is liable to be modified at any time. The updated description of the Solution is available in the latest GTC published at www.databait.io.

3.4.2. In the event of a contradiction between the updated description of the Solution on the www.databait.io website and the description presented in Article 3 hereof, the updated description presented in the latest published GTC shall prevail.

3.5. Additional services

3.5.1. Additional services not included in the scope of the Solution may be agreed between the Parties.

3.5.2. Given the specific needs of each Client, the Services specifically ordered by the Client shall be specified and described in detail in the Quotation.

4. TERM OF THE AGREEMENT

4.1. The benefit of the Solution is granted to the Client for the term indicated in the Quotation as from the date of signature or acceptance of the said quotation (hereinafter referred to as the "Anniversary Date").

Upon expiry of the initial commitment period, the Agreement shall be automatically renewed by tacit renewal on each Anniversary Date for a new period equivalent to the initial term.

4.2. The additional services not included in the scope of the Solution are concluded for the term indicated in the Quotation.

4.3. In the event that the Client wishes to terminate the Agreement, it must notify its intention to terminate by registered letter with acknowledgement of receipt sent to the Provider's registered office at least six (6) months before the Anniversary Date of renewal of the current period, the postmark being authoritative.

The termination shall take full effect at the end of the current period and shall, in particular, result in the impossibility for the Client to benefit from the Solution.

In the event of termination of the Agreement by the Client, no credit and no refund in respect of the Period shall be granted by the Provider.

5. PRICE AND INVOICING

5.1. The Provider's public prices relating to the provision of the Solution are indicated in the quotation.

The public prices accessible online or in commercial documentation are given for indicative purposes and are therefore liable to vary at any time.

Additional costs may apply, in particular in the event of travel.

The prices invoiced for the provision of the Solution are those in force at the time of validation of the Order by the Client through the signature or acceptance of the Quotation and, where applicable, at the time of renewal of the Agreement, without prejudice to the application of any reduction granted by the Provider.

5.2. The price of the additional services not included in the scope of the Solution and/or of the additional costs is indicated in the Quotation.

5.3. The prices are expressed and payable in Euros and are expressed exclusive of value added tax and of any other tax, the Client being responsible for the payment of the said taxes.

5.4. Invoices shall be payable by direct debit or bank transfer no later than thirty (30) days after the invoice date.

5.5. Without prejudice to any damages, failure by the Client to pay an invoice on its due date automatically entails:

• The payment of late-payment penalties which shall be calculated, from the due date shown on the invoice until the day of effective payment, at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points;
• In accordance with Article D. 441-5 of the French Commercial Code, the payment of the fixed indemnity for recovery costs set at a minimum of 40 euros, without prejudice to additional compensation upon supporting evidence;
• The suspension of the benefit of the Solution until full payment, without such suspension being capable of engaging the Provider's liability.

5.6. Unless otherwise agreed by the Parties, no discount shall be applied by the Provider for payment before the date shown on the invoice or within a period shorter than that mentioned in these GTC or, where applicable, in the Quotation.

5.7. The Parties expressly exclude the statutory hardship regime provided for in Article 1195 of the French Civil Code for the application of the Agreement.

5.8. Any request by the Client for additional services, of whatever nature, shall be the subject of a new Quotation from the Provider.

6. GENERAL OBLIGATIONS OF THE PARTIES

6.1. Obligations incumbent upon the Client

6.1.1. The Client warrants to the Provider that it has a network infrastructure enabling it to receive the alerts sent by the Solution, in compliance with the technical prerequisites for using the Solution that will have been made available to it beforehand.

The Client is informed that an Internet connection is essential for receiving the alerts.

6.1.2. The Client expressly declares that it has received from the Provider all the information and advice necessary for using the Solution or the other services provided under the Order and declares that these perfectly match its needs. It thereby waives any claim against the Provider's liability on that basis.

Where applicable, it declares that it will personally handle the passing on of this information and advice to the end users who may depend on its company.

6.1.3. The Client undertakes to collaborate closely with the Provider and to provide any information, documentation, service and all useful means to ensure the proper use of the Solution, and undertakes to make available to the Provider all the elements enabling it to fulfil its obligation, including, where applicable, staff dedicated to collaboration with the Provider throughout the performance of the Agreement.

6.1.4. Where applicable, before each intervention by the Provider, the Client undertakes to carry out all the procedures and precautions necessary to secure and back up its data, programs and computer files.

6.1.5. The Client undertakes not to harm, in any case and in any manner whatsoever, the Solution and/or the services provided under the Order.

The Client is in no case authorised to analyse, modify and/or decompile the Solution, the technical protection measures and/or, in general, all the software or software components used by the Provider to implement the Solution, or to attempt to discover or modify all or part of their source code, or to reuse them separately from the Solution.

6.1.6. The Client undertakes not to harm, in any case and in any manner whatsoever, the reputation of the Provider or the brand image of the Solution and/or of the other services provided.

6.1.7. The Client warrants to the Provider that it holds all the rights or authorisations necessary for the injection of the fictitious user accounts into the database that is the subject of protection by the Solution, and that the said database contains nothing that could fall foul of the laws and regulations relating in particular to counterfeiting, unfair competition, privacy, image rights, personality rights and, more generally, infringe the rights of third parties.

6.1.8. The Client shall hold the Provider harmless against any complaints, claims and/or demands whatsoever from a third party that the Provider might suffer as a result of the breach by the Client of any of the above warranties. It undertakes to indemnify the Provider for any harm it may suffer and to pay it all the costs, indemnities, charges and/or awards that it might have to bear as a result.

6.2. Obligations incumbent upon the Provider

6.2.1. Within the framework of this Agreement and the performance of the Services, the Provider undertakes to give itself all the necessary means and to do everything possible to carry out its mission in accordance with best practice (règles de l'art). This obligation cannot, however, constitute an obligation of result, the Provider providing the Solution only within the framework of an obligation of means (best-efforts obligation).

6.2.2. The Client is informed of and accepts that the Provider may call upon partners and/or subcontractors to perform all or part of the obligations incumbent upon it under the Agreement, it being for the Provider to assume responsibility for this vis-à-vis the Client under the conditions of the Agreement.

6.2.3. The Services ordered by the Client shall be performed within the time frames and conditions indicated in the Quotation.

These time frames do not constitute strict deadlines and are liable to be modified by the Provider, in particular depending on the constraints of the third parties possibly involved in the performance of the Services. In such a case, the Provider shall use its best efforts to reschedule the Services as soon as possible and cannot, in any event, have its liability engaged towards the Client in the event of a delay in the provision of the Services not exceeding 6 months from the initially planned deadline, or if the Client refuses new performance dates proposed within that 6-month period. Failing this, the Client may either agree to reschedule the Services within new time frames proposed by the Provider, or request the refund of the sums paid to the exclusion of any other compensation.

6.2.4. The Provider warrants that it holds the intellectual property rights relating to the Solution or to any other content used under the Agreement, or that it has obtained from their respective holders a licence thereto for the purpose of being able to provide the Services.

7. INTELLECTUAL PROPERTY

7.1. The Solution and the other resources possibly used under the Agreement shall remain, in all circumstances, the exclusive property of the Provider, which is the sole owner thereof and/or holds all the rights necessary to ensure their marketing and to enable the Client to benefit from them, in particular through the provision of the monitoring and alert service.

7.2. Consequently, the Client, which holds no right over them, may neither pledge them, nor assign them for consideration or free of charge, nor sub-license them, nor lend them for consideration or free of charge. Furthermore, the Client undertakes to inform the Provider of any infringement of which it may become aware.

7.3. The trademarks (including French trademark No. 5230777 "DATABAIT"), software (including the Solution), data, documentation, processes, methodologies, technologies and documents belonging to the Provider (hereinafter referred to as "Intellectual Property Rights") used, where applicable, in the context of the provision of the Solution and the Services shall remain the exclusive property of the Provider.

7.4. The Provider shall remain the holder of all the Intellectual Property Rights attached to the specific developments and updates, whatever they may be, that it might carry out in the context of the provision of the Solution and the Services and that it may reuse for other clients, without the Client being able, at any time, to claim any right over these specific developments, unless otherwise agreed.

7.5. The Client shall remain the holder of the Intellectual Property Rights attached to its own databases. The Provider acquires no property right over these databases and their data, unless expressly authorised by the Client.

8. REGULATIONS RELATING TO PERSONAL DATA AND ARTIFICIAL INTELLIGENCE

8.1. Within the framework of the performance of the Agreement, each Party undertakes (i) to comply with all applicable legal and regulatory provisions, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter, the "GDPR") and Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 (hereinafter, the "AI Act"), and (ii) to impose identical obligations on its staff as well as on all third parties under its control (including its affiliated companies and its subcontractors, if any).

8.2. Each Party consents to the other Party, within the framework of or on the occasion of the implementation of the Agreement, collecting, processing, storing, communicating or archiving personal data (within the meaning of the GDPR) concerning its contacts (names, e-mail addresses and telephone numbers), but only insofar as such collection, processing, storage, communication or archiving is necessary to perform the Agreement.

8.3. The Parties warrant that all the personal data that they may hold and communicate to one another, or to which they may have access within the framework of or on the occasion of the implementation of the Agreement, has been obtained and is used in such a way as to ensure appropriate security and confidentiality, including as regards the prevention of any unauthorised access to such data.

8.4. Thus, each Party undertakes to (i) implement the technical and organisational measures making it possible to ensure the protection of the personal data held by the Party concerned against any unauthorised access as well as against any breach, loss, unauthorised disclosure or accidental destruction, and to (ii) alert the other Party if one of these situations occurs, so that the latter can alert the natural persons concerned.

8.5. In its capacity as data controller within the meaning of the GDPR of the personal data collected from the Client under the Agreement, the Provider warrants that it is in full compliance with the provisions applicable to any processing of personal data carried out within the framework of the Agreement, and guarantees to the natural persons concerned by the processing of personal data the right to be informed of and to access the personal data concerning them, the right to rectification and erasure, the right to restriction of and objection to processing, the right not to be subject to automated data processing intended to define their profile or to evaluate certain aspects of their personality, as well as the right to portability, which shall be understood strictly as the personal data collected directly from the natural persons concerned. The rights and obligations of the Provider and the Client in this matter are detailed in Annex I. In order to exercise these rights, the natural persons concerned may contact the Company's Data Protection Officer at the following e-mail address: .

8.6. Notwithstanding the foregoing, the right to object shall not apply in the case of processing required under a legal obligation.

8.7. The Provider undertakes to apply at least the same level of protection to the personal data that it may collect from the end users of the Solution as to that of the Client. In this respect, it makes available to the end users a privacy policy informing them of the manner in which their personal data is collected, processed and protected by it or by its subcontractors, as well as of their rights.

8.8. The Provider informs the Client that the Solution may integrate features based on artificial intelligence (AI) systems provided by specialised third-party providers (including Anthropic), in particular to enable the automated generation of forensic reports for the Client. Where applicable, the natural persons concerned are informed when they interact with an AI system as well as when content is generated or manipulated by an AI system, in accordance with Article 50 of the AI Act.

8.9. The Client declares and warrants that it will use the AI system of the Solution only within the framework of the exemptions provided for systems that do not have a significant impact on the outcome of the decision-making, and in particular that it will not use it to substitute it for a human assessment, in such a way that the AI system cannot be classified as high-risk or unacceptable within the meaning of the AI Act, the Provider otherwise reserving the right to terminate the Agreement under the conditions of Article 14.1 hereof.

By way of exception, in the event that the Client expresses the need to have a high-risk AI system within the meaning of the AI Act, a feasibility study may be invoiced to it prior to the drawing up of the Quotation, in particular for the purpose of costing the additional expense generated by compliance with the applicable regulations in that respect.

8.10. In all cases, the Provider reminds the Client that the results produced by the AI (summaries, reports, etc.) may contain errors, approximations or biases, and that they must be subject to a critical and informed use, the Client remaining solely responsible for the exploitation of these results, in particular in a professional context, and that no decision having legal scope or a significant impact on a person's situation must be taken exclusively on the basis of processing carried out by the AI, without human intervention.

9. WARRANTIES

9.1. Warranty of peaceful enjoyment

9.1.1. The Provider warrants to the Client that it holds all the rights and authorisations necessary for the performance of the Agreement and that the Solution and, more generally, the Services, contain nothing that could fall foul of the laws and regulations relating in particular to counterfeiting, unfair competition, privacy, image rights, personality rights and, more generally, infringe the rights of third parties.

9.1.2. The Provider shall hold the Client harmless against any complaints, claims and/or demands whatsoever from a third party that the Client might suffer as a result of the breach by the Provider of the above warranties. It undertakes to indemnify the Client for any harm it may suffer and to pay it all the costs, indemnities, charges and/or awards that it might have to bear as a result.

9.2. Warranty of contractual and regulatory conformity

9.2.1. The Provider warrants that the Services and the Solution are provided in a manner substantially conforming to the Order, and that their features conform to their presentation in the Quotation.

9.2.2. The Provider cannot be held liable for the implementation of the Solution and the Services by the Client.

In particular, the Provider is not responsible for the consequences, where applicable judicial, of the use of the evidence of unlawful use of databases provided by the Solution, and cannot guarantee the outcome of the legal actions that the Client might bring on the basis thereof, owing to the uncertainty inherent in any legal action. The Provider reminds the Client of the need to seek advice from a legal professional prior to bringing any legal action, in particular for the purpose of assessing the adequacy of the evidence obtained with the objective pursued.

The Provider cannot be held to any warranty, in particular where the Client has modified or had modified the user accounts injected into the database, without its prior written consent.

10. LIABILITY

10.1. The Provider's liability is limited to proven direct damage only, resulting from a defect in the Services, the Solution or the breach of the Agreement.

In no event shall the Provider be held liable for indirect, incidental or special damage as defined by the case law of the French courts.

10.2. The Provider cannot be held liable for the non-performance of the Agreement in the event of force majeure as defined by the case law of the French courts, and in the event of damage caused by a third party or attributable to misuse or non-compliant use by the Client of the Services and/or the Solution, in breach of the Provider's instructions or of best practice.

In particular, the Provider cannot be held liable for i) the damage and losses caused by non-compliant use of the Solution and/or the Services by the Client and/or any third party, ii) any malfunction, error, inaccuracy or improper result attributable to the incorrect, unauthorised or incompatible use of the Solution and/or the Services by the Client and/or by third parties, or that may have been generated by an AI system.

10.3. The Client declares that it is aware of the characteristics and limits of the Internet, in particular its technical performance, the response times for consulting, querying or transferring data and the risks related to the security of communications. The risks of alteration or destruction of data by viruses within the network are limited by antivirus software. It is for the Client to guard against these risks.

The Client is solely responsible for relations with its partners and clients. In the event of a dispute, the Provider cannot, in any case, have its liability engaged.

10.4. Apart from bodily injury or death, and except in the event of gross negligence or intentional fault causing proven direct damage, or in the event of a breach of an essential obligation of the Agreement depriving it of its substance, the Client acknowledges that the Provider's liability is limited to 50% of the amount paid by it for the Order in question. In the event of renewal of the Agreement, liability is limited to 50% of the amount paid by the Client in respect of the commitment period during which the damage occurred.

11. TERMINATION

11.1. In the event of a breach by one of the Parties of its contractual obligations, the Agreement may be terminated as of right by the other Party thirty (30) days after sending a formal notice by registered letter with acknowledgement of receipt that has remained without effect.

The formal notice must indicate the failure(s) observed.

The following, in particular, shall be considered as failures giving rise to termination:

• failure to pay the price;
• use of the Solution or the Services in disregard of the applicable regulations;
• breach of the confidentiality or staff non-solicitation obligations.

11.2. Once the Agreement has been terminated, the Client shall cease to access the Services and the Solution. Unless a reversibility option has been subscribed, it shall be for the Client to delete the fictitious user accounts injected into its database under its own responsibility.

11.3. In the event of termination for non-payment of the price by the Client for a given Order, the latter shall be liable, in addition to the total amount of the price remaining due for the entire current contractual Period, for a penalty in the amount of 10% of the total price of the current Period.

12. CONFIDENTIALITY

12.1. The Provider and the Client undertake to ensure that their employees and other agents concerned preserve the confidentiality of any information obtained or to be obtained in the context of the performance of this Agreement. The existence of a commercial relationship between the Parties does not constitute confidential information.

12.2. The obligations stipulated in this article shall continue to apply for a period of three years after the end of the Agreement.

The obligations stipulated in this article do not apply to information:

• which can be shown to have been brought to the knowledge of, or made accessible to, the recipient of the information before its communication to the latter by the other Party;
• which can be shown to have been lawfully communicated by a third party not bound by an obligation of confidentiality after its communication to the recipient by the other Party;
• the disclosure of which is required by law, a judicial decision or any other authority vested with the appropriate powers.

13. INSURANCE

Each of the Parties undertakes to maintain in force, throughout the entire duration of performance of the Agreement, with a notoriously solvent insurance company, an insurance policy covering the damage that may occur to its property and staff, as well as a policy covering its professional liability (tortious and contractual liability), so as to cover the pecuniary consequences of the bodily, material and immaterial damage for which they would have to answer, caused by any event and which is the act of its staff and/or any partner companies during the performance of the Agreement.

14. SUPERVISION OF STAFF

The Provider's staff assigned to the performance of the Agreement shall remain under the administrative control and the sole hierarchical and disciplinary authority of the Provider throughout the entire duration of the Agreement. The Provider ensures the supervision and control of its employees, including when the Services are performed on the Client's premises.

15. UNDECLARED WORK

The Provider declares that it is registered with the RCS (Trade and Companies Register), as well as with URSSAF, and that its registrations expressly cover all its activities for the performance of the Services defined in the Order.

In compliance with Articles L. 8221-1 et seq. of the French Labour Code and in accordance with Article D. 8222-5 of the same code, the Provider undertakes to provide, upon the Client's request at the conclusion of the Agreement, and every six months until the end of its performance, the following documents:

• A K-bis extract attesting to the registration with the Trade and Companies Register;
• A certificate of provision of social declarations issued by the social protection body responsible for collecting social security contributions, dated less than six months previously;
• A sworn statement of the filing with the tax authorities, as at the date of the statement, of all the mandatory tax declarations;
• A sworn statement drawn up by the Provider, certifying that the work is carried out by employees lawfully employed with regard to Articles D. 8222-5, D. 8222-7 and D. 8222-8 of the French Labour Code.

16. NON-SOLICITATION OF STAFF

16.1. The Parties waive the right to hire or engage directly, or through an intermediary, any employee of the other Party assigned to the performance of the Services, whatever their specialisation, and even if the initial solicitation is made by the employee. This waiver is valid throughout the entire duration of the Agreement, extended by a period of twenty-four (24) months from its expiry or termination for any cause whatsoever.

16.2. In the event that one of the Parties fails to comply with this covenant, it undertakes to compensate the other Party (in particular for selection and recruitment expenses, training costs, damage resulting from its personal reputation or from commitments already made on its behalf, etc.) by immediately paying it a lump sum equal to the gross annual remuneration that this employee will have received or should have received before their departure.

17. DUTY OF LOYALTY

The Parties agree, throughout the entire duration of the Agreement, to loyally perform their respective obligations and to seek in good faith all possible solutions likely to achieve a rapid and balanced resolution of any problems or difficulties that may arise on the occasion of the performance of the Agreement.

18. REFUSAL

The Provider reserves the right not to accept an Order from the Client where the Provider has already encountered payment problems (non-payment or late payment) with the Client for one or more previous Order(s).

19. MODIFICATION OF THE SOLUTION AND THE SERVICES

The Provider reserves the right to make to the Solution and/or the Services any modification or evolution for the purpose of improving the Solution and/or the Services or made mandatory by legislative or regulatory texts.

The Client agrees to allow the Provider to carry out the necessary modifications, including to its database.

20. COMMUNICATION

The Client authorises the Provider, exclusively during the term of the Agreement, to mention its name and its logo on a list of references that it may distribute on its communication media.

21. FORCE MAJEURE

The Parties agree to recognise as a case of force majeure any event meeting the criteria defined by the case law of the Court of Cassation (Cour de cassation) in application of Article 1218 of the French Civil Code. It is understood that force majeure cannot be invoked for a late payment or a non-payment by the Client.

22. SUBCONTRACTING

The Provider has the option of subcontracting all or part of the performance of the Services to subcontractors. In such a case, the Provider remains responsible for the performance of the Services vis-à-vis the Client.

23. ARTICLE HEADINGS

The headings of the articles and, where applicable, of the annexes are inserted herein solely for practical reasons. They must in no case be considered as forming an integral part hereof or interpreted as a limitation of the scope of the articles to which they refer.

24. NO WAIVER / EXERCISE OF RIGHTS

24.1. The fact that one of the Parties does not exercise any of the rights that it enjoys by virtue hereof, as well as any delay by one of the Parties in exercising the said rights, shall not constitute a waiver thereof.

24.2. Likewise, the partial exercise of a right or of only one of the legal remedies available to one of the Parties shall not prevent the latter from fully exercising that right or from exhausting all the legal remedies available to it.

25. GOVERNING LAW

The Agreement is governed exclusively by French law.

26. DISPUTES

26.1. In the event that a dispute arises between the Parties concerning the validity, interpretation, performance, non-performance, or consequences of this Agreement, the Parties agree to attempt to resolve it amicably in full confidentiality.

26.2. If the disagreement persists, in the event that the dispute is brought before the civil courts, it shall be brought before the Economic Activities Court (Tribunal des activités économiques) of the Provider's registered office, unless otherwise explicitly indicated in the Quotation.

26.3. Any action relating to the validity, interpretation, performance or termination of the Agreement shall be time-barred at the end of a period of one (1) year, in accordance with the minimum laid down in Article 2254 of the French Civil Code, as from the date on which the holder of the right in question knew or should have known the facts enabling it to exercise it.

27. GENERAL CLAUSES

27.1. The Agreement expresses the entirety of the agreements and commitments of the Parties as regards their subject matter and replaces any other prior agreement or commitment, written or oral, and any information, whatever its nature, provided prior thereto, having the same subject matter, which shall be deemed lapsed and of no effect.

27.2. In the event that any one or more of the provisions of this Agreement are, for whatever reason, deemed void, such nullity shall not affect any other contractual provision.

The Parties shall replace the said provision with a valid and enforceable provision, in conformity with the legal or regulatory provisions, the effect of which shall be as close as possible to the economic result or any other result expected by the Parties.

27.3. The Provider may freely assign the rights and obligations arising from this Agreement or substitute any company of its choice in the benefit of the rights and the burden of the obligations resulting therefrom.

27.4. The Agreement is drawn up in the French language. A translation into a foreign language may be provided for information purposes. In the event of a contradiction, only the French version shall be authoritative between the Parties.

27.5. The Client acknowledges that it has the status of professional under the French Consumer Code.

27.6. The Provider and the Client agree that all writings, in particular electronic writings, exchanged between them, as well as all data, in particular technical data, shall be authoritative and validly prove the content of their exchanges and commitments. The electronic signature of the Agreement shall serve as an original between the Parties.

DATABAIT GTC – Version 1.0

ANNEX I: PRIVACY POLICY OF THE AGREEMENT

• In order to enable the Client's representatives and employees to order the Services, the Provider, acting as data controller, collects the following personal data relating to the Client's employees:

• Surname and first name;
• E-mail address;
• Telephone number.

• The Provider uses the personal data of the Client's representatives and employees for the following purposes:

• The personal data of the Client's representatives and employees is retained only for the time necessary to achieve the purpose for which the Provider holds this data, in order to meet the needs of the Client's representatives and employees or to fulfil its legal or regulatory archiving obligations.

• To establish the retention period of the personal data, the Provider applies the following criteria:

• in the case of an Order for services, the personal data is retained for the duration of the contractual relationship and three years after collection or the last contact with the Client, for commercial prospecting purposes;
• the Provider may retain certain data in order to fulfil its legal or regulatory archiving obligations to enable it to exercise its rights and/or for statistical or historical purposes.

• Upon expiry of the periods mentioned above, the personal data shall be deleted or the Provider shall anonymise it.

• The Provider takes care to secure the personal data of the Client's representatives and employees in an adequate and appropriate manner and has taken the necessary precautions to preserve the security and confidentiality of the data and, in particular, to prevent it from being distorted, damaged or communicated to unauthorised persons.

• Rights of the Client's representatives and employees

• The Client's representatives and employees have a right of access, rectification, deletion (erasure), portability of their personal data, restriction of processing, as well as a right to object to the processing of their data collected and processed by the Provider, by contacting the Provider directly at the following e-mail address: .
• The Client's representatives and employees may also, at any time, withdraw their consent to the processing of their personal data by the Provider as well as by any subcontractors, by contacting the Provider at the following e-mail address: , which must inform them thereof.

• In the event of a complaint, the Client's representatives and employees may contact the CNIL, which is the competent authority for personal data protection, whose contact details are as follows: 3 Place de Fontenoy, 75007 Paris, telephone: 01 53 73 22 22.