General Terms of Service

1. Scope and subject matter

These General Terms of Service (hereinafter "GTS") define the rights and obligations of IAuAI and its clients in the context of services provided by IAuAI.

These services include, without limitation:

• Consulting and advisory services in artificial intelligence strategy
• AI maturity audit and assessment
• Development of AI and automation solutions
• Training and upskilling of teams
• Change management support
• Deployment and integration of AI tools

These GTS take precedence over any client document, unless a specific written derogation is signed by both parties.

2. The service provider — IAuAI

3. Contract formation

3.1 Quote and order

Each engagement is subject to a detailed quote issued by IAuAI. The contract is formed upon receipt of the quote signed by the client, together with payment of the agreed deposit or an official purchase order.

3.2 Exploratory phase (pre-contract)

IAuAI may conduct a preliminary, no-commitment exchange (typically 30 to 60 minutes) to qualify requirements. This exchange is free of charge. Any analysis, proposal or deliverable produced beyond this exchange will be invoiced.

3.3 Amendments

Any modification to the scope of an ongoing engagement must be the subject of a written amendment signed by both parties. IAuAI reserves the right to adjust the price accordingly.

4. Confidentiality and non-disclosure agreement (NDA)

4.1 Confidentiality commitment

IAuAI undertakes to treat as strictly confidential all information communicated by the client in the context of the engagement: business, financial, strategic, technical, commercial data, or data relating to the client's customers and partners.

This commitment applies to all IAuAI team members involved in the engagement and remains in force throughout the engagement and for a period of 3 (three) years after the end of the service, unless otherwise agreed in writing.

4.2 Bilateral non-disclosure agreement (NDA)

IAuAI proposes to each client, at the start of the commercial relationship — including before any contract is signed — the signing of a bilateral non-disclosure agreement (NDA).

This agreement is bilateral: it protects the client's confidential information vis-à-vis IAuAI and, reciprocally, protects IAuAI's proprietary methods, tools and know-how vis-à-vis the client.

On simple request, IAuAI provides its standard NDA template. The client may also propose its own template, subject to validation by IAuAI.

4.3 Exceptions

The confidentiality obligation does not apply to information that: (i) was already publicly known at the time of disclosure, (ii) becomes public without fault of IAuAI, (iii) is legitimately obtained from third parties not bound by a confidentiality obligation, or (iv) must be disclosed pursuant to a legal or regulatory obligation.

5. Intellectual property

5.1 IAuAI tools and methods

The methods, frameworks, generic tools, templates and any other pre-existing elements developed by IAuAI remain the exclusive property of IAuAI. They may be used in the context of the client's engagement without being transferred as property.

5.2 Specific deliverables

Deliverables created specifically for the client in the context of the engagement (reports, analyses, bespoke code, dedicated tools) are transferred to the client exclusively and definitively, after full payment of the corresponding services.

5.3 Commercial reference

Unless the client objects in writing, IAuAI reserves the right to mention the client's name and a generic description of the service rendered as a commercial reference, without disclosing any confidential information.

6. Client obligations

To enable the proper execution of the services, the client undertakes to:

• Designate a primary point of contact with the necessary decision-making authority
• Provide in a timely manner the information, access and resources necessary for the engagement
• Inform IAuAI of any constraint (regulatory, technical, organisational) likely to affect the engagement
• Validate interim deliverables within the agreed timeframes
• Respect IAuAI's intellectual property rights
• Meet payment obligations on the agreed due dates

Any delay by the client in providing necessary elements automatically results in a corresponding extension of delivery timelines, without this constituting a breach by IAuAI of its obligations.

7. Pricing and payment terms

7.1 Pricing

Prices are defined in each quote. They are expressed in euros exclusive of tax (excl. VAT) and are subject to VAT at the rate in force on the invoice date. Quotes are valid for 30 days from their issue date.

7.2 Deposit

A deposit of 30% of the total amount (excl. VAT) is required on order for any service with a value exceeding €1,000 (excl. VAT). For long-term engagements, a monthly payment schedule may be agreed.

7.3 Payment terms

Invoices are payable at 30 days net from the invoice date, unless otherwise stated on the invoice. Any late payment entails the application of late payment penalties at the statutory rate in force, as well as a fixed compensation of €40 for collection costs in accordance with applicable law.

7.4 Suspension

In the event of non-payment at the due date, IAuAI reserves the right to suspend the ongoing service after formal notice has remained unanswered for 8 business days.

8. Timelines and scheduling

Delivery timelines are indicated in the quote or engagement proposal. They constitute good-faith indicative timelines and may be adjusted in the event of force majeure, client delay in providing necessary elements, or scope changes.

IAuAI undertakes to inform the client without delay of any risk of schedule slippage and to propose a corrective solution.

9. Liability

9.1 Best-efforts obligation

IAuAI undertakes to deploy all necessary means for the proper execution of the service. IAuAI is bound by a best-efforts obligation and not an obligation of result, unless expressly stated otherwise in the contract.

9.2 Limitation of liability

IAuAI's total liability, for any reason whatsoever, is limited to the amounts actually received in respect of the relevant engagement. IAuAI shall not be held liable for indirect damages (loss of profit, loss of revenue, reputational damage).

9.3 Force majeure

IAuAI cannot be held liable for any delay or failure to perform resulting from a force majeure event within the meaning of applicable French law.

10. Termination

Either party may terminate the contract in the event of a serious breach by the other party of its obligations, after formal notice by registered letter with acknowledgement of receipt has remained without effect for 15 business days.

In the event of termination at the client's initiative without fault by IAuAI, services rendered up to the termination date are due in full. A lump-sum compensation equivalent to 20% of the amount remaining to be performed may be applied to cover organisational costs.

11. Personal data

In the context of the commercial relationship, IAuAI collects and processes the personal data of the client's contacts (name, first name, email, professional telephone number) in accordance with the GDPR.

Where the engagement involves the processing of personal data belonging to the client, a data processing agreement compliant with Article 28 of the GDPR is established between the parties.

For more information, please consult our Privacy policy.

12. Governing law and dispute resolution

These GTS are governed by French law.

In the event of a dispute relating to the interpretation or execution of these GTS, the parties undertake to seek an amicable solution before any legal proceedings. In the absence of an amicable settlement within 30 days of notification of the dispute, the courts of competent jurisdiction within the jurisdiction of IAuAI's registered office shall have sole jurisdiction.

For any enquiry, contact IAuAI: contact@iauai.fr