General Terms of Service

PREAMBLE

REFLECT, a simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 1,251.18, whose registered office is located at 3, rue Villebois-Mareuil, 75017 Paris, registered with the Paris Trade and Companies Register under number 909 475 535, represented by its duly authorized President (hereinafter "REFLECT").

REFLECT designs, publishes and operates a SaaS software solution that securely connects to the human resources and management software used by its customers, aggregates and models the data, and renders it in the form of dashboards and analyses, including by means of artificial intelligence features, for decision-support purposes in the field of human resources (the "Solution").

ARTICLE 1 - PURPOSE

The purpose of these Terms (the "Terms" or "GTS") is to define the conditions and arrangements under which REFLECT makes the Solution and the associated Services available to the Customer, on a subscription basis and in SaaS mode, and to set out the respective rights and obligations of the Parties in connection with such provision. They apply to any subscription to the Solution and the Services formalized by an Order Form, for which they constitute the common contractual foundation.

By accepting these Terms or by entering into an Order Form, the Customer acknowledges that it has received from REFLECT, prior to its commitment, all the information and documentation enabling it to assess the suitability of the Solution and the Services to its own needs and constraints, that it has had the necessary time to review them, that it has been able to ask any relevant questions, and that it has understood that the Solution is provided "as is" and constitutes a decision-support tool whose purpose and use are the sole responsibility of the Customer.

ARTICLE 2 - SCOPE

These General Terms of Service are accepted without reservation by the Customer upon the signing of an Order Form referring to them, upon any equivalent act of performance, or upon first access to the Solution. Absent such acceptance, the Customer may not access the Solution or benefit from the Services.

These Terms prevail over any document originating from the Customer. The Customer's general terms of purchase and other documents are expressly excluded and unenforceable against REFLECT, even if known and not contested by it, and may only be derogated from by means of a written amendment signed by an authorized representative of REFLECT.

The Contract is composed, in decreasing order of priority, of the following documents:
- the Order Form and any amendments thereto signed by the Parties;
- the Annexes, in particular the Data Processing Agreement ("DPA") and the Annex relating to Artificial Intelligence features ("AI Annex");
- these General Terms.

In the event of contradiction, the provisions of the higher-ranking document prevail, unless otherwise expressly and duly justified.

ARTICLE 3 - DEFINITIONS

The following terms, when capitalized, whether in the singular or the plural, have the following meaning:

‍"Administrator" means the User, holding the rights and authority necessary within the Customer's organization, designated by the Customer to configure the Account, authorize the connection to the Sources and to the SSO provider, and manage the Users.

‍"Affiliate" means any legal entity that, within the meaning of article L.233-3 of the French Commercial Code, controls, is controlled by, or is under common control with one of the Parties.

‍"Defect" (Anomalie) means a reproducible and material non-conformity between the current version of the Solution actually marketed by REFLECT and its Documentation, attributable to REFLECT.

‍"Order Form" means any order form, accepted quote or subscription document signed by the Parties and referring to these Terms, specifying in particular the Solution and the Services subscribed, the Plan, the License Restrictions, the Term and the Price.

‍"Account" means the personal and secure space, protected by Credentials, enabling a User to access the Solution and the Services.

‍"Content" means all data, information, files and materials, in whatever format, provided, entered, uploaded or made accessible to REFLECT by the Customer or its Users, or collected from the Sources with the Customer's authorization, including, where applicable, Personal Data and Sensitive Data.

‍"Personal Data" has the meaning given to it by the Data Protection Regulations and means any information relating to an identified or identifiable natural person, processed in connection with the Contract.

‍"Customer Data" means all Content and data from the Sources, aggregated or processed in connection with the use of the Solution. Customer Data remains the exclusive property of the Customer.

‍"Sensitive Data" means the special categories of Personal Data within the meaning of article 9 of the GDPR, as well as data relating to criminal convictions and offences within the meaning of article 10 of the GDPR.

‍"Usage Data" means the technical, statistical and operational data, anonymized or aggregated so as not to allow the re-identification of a natural person, relating to the operation and use of the Solution.

‍"Documentation" means the functional, technical and operational documentation of the Solution made available by REFLECT, in its version in force, including the Service Level Description (SLA).

‍"Intellectual Property Rights" means all intellectual and industrial property rights, including patents, copyrights, rights in software and databases, designs and models, trademarks, domain names, trade secrets and know-how, as well as any derivative work relating thereto.

‍"AI Features" means the features of the Solution based on artificial intelligence or machine learning techniques, including the Prism agent, the terms of use of which are set out in the AI Annex.

‍"Prism" means the Solution's artificial intelligence agent dedicated to the analysis of HR data, data quality, compliance and workforce management, the use of which is governed by the AI Annex.

‍"Beta Features" means any experimental feature, in a testing or evaluation phase, offered on an optional basis and provided "as is", without warranty or service-level commitment.

‍"Credentials" means the personal and confidential login and authentication means enabling a User to access its Account.

‍"Confidential Information" has the meaning given to it in Article 14.

‍"License" means the right to use the Solution granted to the Customer under the conditions of Article 5.

‍"Plan" means the offering, edition or service level of the Solution subscribed to by the Customer in the Order Form.

‍"Initial Term" means the firm commitment period stated in the Order Form, as from the Effective Date.

‍"Renewal Term" means any renewal period of the Contract subsequent to the Initial Term.

‍"License Restrictions" means the limitations on the use of the Solution specified in the Order Form (in particular the number of Users, scope, number of connected Sources).

‍"Data Protection Regulations" means all legislative and regulatory provisions applicable to the protection of personal data, in particular the GDPR and French Act No. 78-17 of 6 January 1978 as amended, known as the "Data Protection Act" (Informatique et Libertés).

‍"GDPR" means 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.

‍"Services" means all the services provided by REFLECT under the Contract, comprising the provision of the Solution in SaaS mode, hosting, maintenance, support, and, where applicable, the AI Features and the additional services subscribed to in the Order Form.

‍"Solution" means the REFLECT SaaS software package, its features, its interfaces, its Dashboards and its Documentation.

‍"Sources" means the software, software packages, applications and services published or operated by third parties, used by the Customer, to which the Solution connects with the Customer's authorization in order to collect data therefrom.

‍"SSO" means the single sign-on service of the Customer or its provider, used for the authentication and synchronization of Users.

‍"Dashboards" means the renderings, visualizations, indicators and analyses generated by the Solution from Customer Data and data from the Sources.

‍"User" means any natural person authorized by the Customer to access the Solution, whether an Administrator or an end user.

ARTICLE 4 - ACCESS TO THE SERVICES

4.1 Access and security

The Solution is accessible online, in SaaS mode, by means of an encrypted connection (HTTPS). Access requires a high-speed Internet connection, a recent compatible browser and a hardware and software environment compliant with the Documentation. The Customer is responsible for procuring, configuring and maintaining these means, the cost of which is borne by it.

The Customer is solely responsible for designating its Users, allocating access rights and maintaining the confidentiality of Credentials. The Customer implements appropriate security measures, in particular two-factor authentication where available and the use of robust and strictly personal authentication means. The Customer informs REFLECT without delay of any unauthorized use or any compromise, whether established or suspected, of an Account or Credentials.

REFLECT may not be held liable for any fraudulent or unauthorized access resulting from carelessness, error or omission of the Customer or its Users. In the event of legitimate suspicion of compromise, fraud or non-compliant use, REFLECT may suspend access to the Account concerned, without its liability being incurred, and take any appropriate measure.

4.2 Administrator and Sources

The commencement of the Services requires the creation of an Administrator Account. The Administrator declares that it holds, within each relevant Source and with the SSO provider, the capacity and rights necessary to authorize the connection of the Solution, the retrieval of the list of the organization's active Users and the collection of data useful for the Services.

The Customer is solely responsible for compliance with the contractual conditions applicable to its Sources and its SSO provider, as well as for any required internal authorization. REFLECT's liability may not be incurred in respect of any breach alleged by a Source publisher, an SSO provider or any third party as a result of the connection authorized by the Customer.

4.3 Content and Sources

The Customer provides, keeps up to date and warrants the accuracy, completeness and lawfulness of the Content, as well as the validity of the authorizations enabling the collection of data from the Sources. REFLECT neither controls nor verifies the Content or the data from the Sources and does not warrant their accuracy or completeness.

The Customer expressly acknowledges that the relevance, accuracy and usefulness of the Dashboards and analyses depend directly on the quality, veracity, freshness and completeness of the data from the Content and the Sources. Consequently, REFLECT may not be held liable for the consequences of erroneous, incomplete, outdated or unavailable data, nor for any unavailability, modification or deletion of a Source by its publisher.

4.4 Third-party services

The connection of the Solution to a Source or to any third-party service is carried out at the sole initiative and under the sole responsibility of the Customer. REFLECT acts as a technical intermediary and exercises no control over the operation, availability, security or terms of use of the Sources and third-party services, which are provided "as is". The latter may be modified, suspended or discontinued by their publishers without REFLECT's liability being incurred.

ARTICLE 5 - LICENSE

5.1 Grant

Subject to full payment of the Price and compliance with these Terms, REFLECT grants the Customer, for the term of the Contract, a right to use the Solution in SaaS mode that is personal, non-exclusive, non-assignable, non-transferable and revocable, within the strict limits of the License Restrictions set out in the Order Form, for the Customer's internal business purposes. No right other than those expressly granted is conferred on the Customer.

5.2 Restrictions

The right of use is understood exclusively as online access to the Solution. The Customer undertakes, and shall procure that its Users and any third party undertake, not to:
- reproduce, adapt, translate, arrange, modify or create derivative works of the Solution;
- decompile, disassemble, carry out any reverse engineering operation, or attempt to access the source code or structure of the Solution, except within the strictly mandatory limits of article L.122-6-1 of the French Intellectual Property Code;
- access the Solution in order to develop, train or provide a competing product or service;
- rent, lend, sublicense, distribute, market, make available to third parties or operate the Solution in service-bureau mode;
- extract or reuse a substantial part of REFLECT's databases;
- circumvent technical protection measures;
- carry out intrusion, vulnerability or security-assessment tests without REFLECT's prior written consent.

Any unauthorized use is liable to engage the Customer's liability and to constitute an act of infringement. In the event of a breach, REFLECT may suspend access and terminate the Contract under the conditions of Article 8, without prejudice to any damages.

ARTICLE 6 - SERVICES

6.1 Hosting

REFLECT provides the hosting environment of the Solution and operates it therein. The Solution and Customer Data are hosted within the European Union with the cloud infrastructure provider Amazon Web Services (AWS), on infrastructure benefiting from redundancy measures intended to ensure the availability and resilience of the service. The infrastructure services used are subject to recognized security certifications, in particular ISO/IEC 27001.

REFLECT reserves the right to change its infrastructure provider(s) and the technical architecture of the Solution, provided that it maintains an equivalent level of security and protection and keeps Customer Data located within the European Union, unless otherwise stipulated in the DPA.

6.2 Availability

REFLECT uses its best efforts to ensure the accessibility of the Solution 24 hours a day, 7 days a week, and undertakes, as a best-efforts obligation, to a monthly availability rate of 99.5%, measured and accompanied by the exclusions and, where applicable, the service credits defined in the SLA Annex. Excluded from the availability calculation are, in particular, scheduled maintenance operations, cases of force majeure, acts of the Customer or third parties, and failures of the Sources, cloud providers, third-party APIs or Customer networks.

REFLECT may, at any time and after prior notice to the Customer where reasonably possible, suspend, interrupt or modify all or part of the Solution for reasons of maintenance, security, or for technical, legal or regulatory reasons.

6.3 Maintenance

REFLECT provides, at no additional charge and as a best-efforts obligation, corrective and evolutive maintenance of the Solution. In this respect, REFLECT endeavours to correct or work around the Defects duly notified and deploys, where available, the updates and new versions of the Solution. REFLECT is under no obligation to correct any malfunction resulting from non-compliant use, fault or negligence of the Customer, Content, a Source, a third-party service, or any cause beyond its control.

6.4 Support

REFLECT makes available to the Customer, according to the Plan subscribed, a support service accessible under the conditions and through the channels specified in the Documentation or the Order Form. Support covers assistance with the use of the Solution and the handling of Defects, excluding the day-to-day administration of Accounts, training beyond the subscribed scope, and any advisory service. Requests exceeding this scope are subject to a prior quote.

6.5 Artificial Intelligence

The Solution may incorporate decision-support AI Features, in particular the Prism agent, governed by the AI Annex. The results of the AI Features are probabilistic in nature, may contain inaccuracies and constitute neither advice nor a decision. They require human verification and supervision. No solely automated individual decision within the meaning of article 22 of the GDPR is implemented, the decision remaining that of the Customer, which assumes sole responsibility for it.

6.6 Changes

REFLECT may modify the Solution and the Services, in particular their features, for technical, security, legal or commercial reasons. These changes are enforceable against the Customer as soon as they are implemented, provided that they do not result in a material reduction of the essential characteristics of the subscribed Plan. The Contract is not conditional upon the provision of future features.

6.7 Beta Features

REFLECT may offer Beta Features, on an optional and free basis, provided "as is", without warranty of any kind, without any service-level commitment and liable to be modified or withdrawn at any time. Their use is the sole responsibility of the Customer.

6.8 Developments

Any specific development, advanced configuration, dedicated connector or service exceeding the standard provision of the Solution is excluded from the scope of these Terms and is the subject of a separate Order Form or contract, on conditions agreed between the Parties.

ARTICLE 7 - PRICE AND PAYMENT

7.1 Price

The Price of the Services is stipulated in the Order Form. Prices are exclusive of tax, with applicable taxes, duties and levies being borne by the Customer. The Price is payable in advance, at the beginning of each relevant contractual period, unless otherwise stipulated in the Order Form. Sums paid are non-refundable, except as expressly provided in the Order Form or by written agreement between the Parties.

7.2 Revision

REFLECT may revise the Price on each anniversary date of the Contract, as well as on each Renewal Term, based in particular on the change in its costs and on the change in the Syntec index, by application of the formula P = P0 × (S1 / S0), in which S1 designates the latest Syntec index published on the revision date and S0 the index published on the same date the previous year. Any revision is notified to the Customer and applies to periods subsequent to the notification.

7.3 Invoicing

Invoices are issued by REFLECT and sent to the Customer electronically. Unless otherwise stipulated in the Order Form, payment is made by bank transfer within thirty (30) days end of month from the invoice issue date.

7.4 Late payment

In the event of late payment, and without prejudice to REFLECT's other rights and remedies, all sums due become immediately payable and bear, automatically and without prior formal notice, late-payment interest at a rate of three (3) times the legal interest rate, calculated as from the due date. A fixed indemnity for recovery costs of forty (40) euros is also due automatically, without prejudice to any additional compensation.

In the event of non-payment when due and after a formal notice has remained unsuccessful for eight (8) days, REFLECT may suspend access to the Solution and the Services, without such suspension being deemed a termination or giving rise to any indemnity for the benefit of the Customer, and without prejudice to its right to terminate the Contract under the conditions of Article 8.

ARTICLE 8 - OBLIGATIONS OF THE PARTIES

8.1 Obligations of REFLECT

REFLECT performs its obligations as a best-efforts obligation. REFLECT undertakes to provide the Solution in accordance with its Documentation, to implement security measures appropriate to the state of the art to protect the Solution and Customer Data, and to provide the Customer with the support provided for in the subscribed Plan.

The Solution is designed for ordinary professional HR-management uses. Any particular, sector-specific or specific regulatory situation is excluded from the scope of the Solution and the Services, unless otherwise expressly stipulated in the Order Form. No obligation to cover a specific need not expressly stipulated in the Order Form may be imposed on REFLECT.

The Solution constitutes a computer-based decision-support tool provided "as is". The Services in no way constitute legal, social, tax, accounting, financial or human-resources management advice. The Customer remains solely responsible for the compliance of its activity and its decisions with the applicable regulations, in particular with the Labour Code and social and tax regulations. REFLECT offers no warranty as to the compliance of Customer Data or of the Solution's renderings with the social and tax rules applicable to the Customer.

8.2 Obligations of the Customer

Given the nature of the Services, the Customer is bound by an obligation of active cooperation throughout the term of the Contract. The Customer undertakes in particular to:
- provide accurate, up-to-date, complete and lawful Content and maintain the authorizations to access the Sources;
- designate a competent, available and responsive point of contact;
- secure the Accounts and Credentials of its Users and ensure their compliance with the Terms;
- use the Solution in accordance with its purpose, the Documentation and the applicable regulations, without impairing its integrity or security;
- back up and retain its own data, storage within the Solution not constituting a legal archiving service;
- pay the Price on the agreed due dates.

The Customer indemnifies REFLECT against any third-party claim, including from Users, data subjects or Source publishers, resulting from a breach by the Customer of its obligations, from unlawful or inaccurate Content, or from non-compliant use of the Solution.

ARTICLE 9 - TERM AND TERMINATION

9.1 Term

The Contract enters into force on the Effective Date stated in the Order Form and is concluded for the Initial Term stipulated therein. At the end of the Initial Term, the Contract is tacitly renewed for successive Renewal Terms of equal duration, unless terminated by either Party, by registered letter with acknowledgment of receipt, subject to two (2) months' notice before the end of the current period.

9.2 Termination for breach

In the event of a breach by a Party of one of its obligations, not remedied within thirty (30) days of a formal notice sent by registered letter with acknowledgment of receipt and remaining unsuccessful, the other Party may terminate the Contract as of right, without prejudice to any damages. This period is reduced to eight (8) days in the event of non-payment. The following constitute, in particular, serious breaches authorizing immediate termination: unauthorized use of the Solution, infringement of REFLECT's Intellectual Property Rights and any breach of the security of the Solution.

9.3 Termination for convenience

The Customer may terminate the Contract for convenience subject to compliance with the notice period provided for in Article 8.1, it being specified that the termination only takes effect at the end of the current commitment period and does not give rise to any refund of sums already paid, which remain vested in REFLECT.

9.4 Effects and reversibility

On the effective date of the termination or expiry of the Contract, the right of use ceases and access to the Solution is interrupted. All sums due become immediately payable.

At the Customer's written request made within thirty (30) days following the end of the Contract, REFLECT makes available to the Customer the available Customer Data, in a standard usable format, by download. Any reversibility service exceeding this standard provision (specific format, assistance, particular volume) is subject to a prior quote. Upon expiry of this period, and subject to legal retention obligations, REFLECT may proceed to erase Customer Data in accordance with the DPA. It is for the Customer to retrieve and retain, before the end of the Contract, the data it requires.

9.5 Survival

The provisions which, by their nature, are intended to survive remain in force after the termination of the Contract, in particular those relating to intellectual property, personal data, confidentiality, limitations of liability, payment of sums due and applicable law.

ARTICLE 10 - WARRANTIES

REFLECT warrants that it holds the rights necessary to grant the License and to provide the Services. REFLECT uses its best efforts to provide a Solution free of malicious code. With the exception of the warranties expressly stipulated herein, REFLECT excludes any other warranty, express or implied, in particular any warranty of merchantability, of absence of error or interruption, of compatibility with a third-party environment, or of fitness for a particular use or need of the Customer.

ARTICLE 11 - INTELLECTUAL PROPERTY

11.1 Solution

The Solution, its components, its architecture, its code, its interfaces, its Documentation, its databases, its trademarks, as well as all Intellectual Property Rights relating thereto, are and remain the exclusive property of REFLECT or its licensors. The Contract entails no transfer of ownership to the benefit of the Customer, which benefits only from the License granted in Article 5. The Customer undertakes not to infringe these rights and not to make any unauthorized use of the REFLECT trademark or name.

11.2 Dashboards

REFLECT grants the Customer, for the term of the Contract, a non-exclusive right to use the Dashboards and renderings generated by the Solution, for its internal business purposes only. The Customer undertakes not to publish, distribute or market these Dashboards to third parties. By way of exception, the Customer is authorized to retain a copy of the renderings necessary to comply with its legal obligations, provided that such retention does not exceed five (5) years from the termination of the Contract.

11.3 Customer Data

Customer Data remains the exclusive property of the Customer. The Customer grants REFLECT, for the term of the Contract, the non-exclusive right to host, reproduce, process and display Customer Data strictly to the extent necessary to provide the Services and perform the Contract, in compliance with the DPA.

11.4 Usage Data

REFLECT may collect, produce and exploit, without time limitation, Usage Data for the purposes of operation, security, measurement, improvement and development of the Solution, including its AI Features, provided that such data is anonymized or aggregated so as to allow the identification of neither the Customer nor any natural person. This Usage Data remains the property of REFLECT.

11.5 IP indemnity

REFLECT indemnifies the Customer against any third-party action based on the allegation that the use of the Solution in accordance with the Contract infringes a third party's Intellectual Property Right, provided that the Customer:
- notifies REFLECT of the claim without delay;
- leaves REFLECT exclusive control thereof and cooperates in good faith;
- makes no admission or settlement without REFLECT's consent.

The indemnity is excluded where the claim results from a modification of the Solution not authorized by REFLECT, from non-compliant use, or from a combination with elements not supplied by REFLECT.

In the event of such an action, REFLECT may, at its option and expense, take one of the following measures:
- obtain for the Customer the right to continue using the Solution;
- modify or replace the Solution with an equivalent non-infringing solution;
- failing that, terminate the Contract and refund to the Customer the portion of the Price paid in advance for the unexpired period.

The present provisions constitute the Customer's sole remedy in respect of infringement.

11.6 Commercial reference

Unless the Customer objects in writing, the Customer authorizes REFLECT to mention its name and reproduce its logo as a commercial reference, on its communication materials and its website, for the term of the Contract.

ARTICLE 12 - LIABILITY

REFLECT is liable only for direct and foreseeable damage resulting from a breach of its obligations that is exclusively attributable to it. Expressly excluded are all indirect or unforeseeable damages, in particular any loss of revenue, profit, margin, data, customers or opportunity, harm to image, loss of earnings or cost of a replacement solution, whatever the basis of the action.

In any event, the aggregate and cumulative liability of REFLECT and its Affiliates under the Contract, all triggering events and all heads of loss combined, is limited to the total amount excluding tax actually paid by the Customer to REFLECT in respect of the twelve (12) months preceding the event giving rise to the damage. This limitation reflects the agreed allocation of risks and the economic balance of the Contract. These limitations do not apply in cases of wilful misconduct, gross negligence or bodily injury, nor in cases where the law prohibits their exclusion.

Any action or claim by the Customer under the Contract must, on pain of being time-barred, be brought within twelve (12) months of the occurrence of the triggering event, in accordance with article 2254 of the French Civil Code.

ARTICLE 13 - CONFIDENTIALITY

Each Party undertakes to preserve the confidentiality of the other Party's Confidential Information, to use it only for the purposes of the Contract, not to disclose it to third parties, and to apply to it at least the same degree of protection as to its own confidential information, and in any event a reasonable degree of care. Confidential Information includes, in particular, the Solution, its code, its Documentation, REFLECT's know-how and methods, as well as Customer Data.

The confidentiality obligation does not apply to information that has fallen into the public domain through no fault of the receiving Party, legitimately received from a third party, independently developed, or the disclosure of which is required by law or an authority, it being incumbent on the Party required to disclose to inform the other Party beforehand where this is lawful. The confidentiality obligations survive for three (3) years from the termination of the Contract. The obligations relating to the Solution and its code nevertheless remain in force for as long as the elements concerned benefit from protection under Intellectual Property Rights.

ARTICLE 14 - DATA AND CONFIDENTIALITY

14.1 Personal data

In connection with the performance of the Services, the Customer acts as controller and REFLECT as processor within the meaning of the Data Protection Regulations. The respective obligations of the Parties are defined within the Data Processing Agreement (DPA) appearing in the Annex, which forms an integral part of the Contract and is concluded in accordance with article 28 of the GDPR.

The processing that REFLECT carries out as controller, for its own purposes, is described in its Privacy Policy, accessible online and enforceable against the Customer. The Customer undertakes not to transmit Personal Data to REFLECT before the entry into force of the Contract.

14.2 Security and incidents

REFLECT implements appropriate technical and organizational measures to ensure the security, integrity and confidentiality of Customer Data. In this respect, REFLECT's information security management system is ISO/IEC 27001 certified. In the event of a personal data breach, REFLECT informs the Customer and cooperates with it under the conditions and within the time limits provided for by the DPA and the Data Protection Regulations.

ARTICLE 15 - MISCELLANEOUS PROVISIONS

15.1 Force majeure

Neither Party may be held liable for a breach of its obligations resulting from a case of force majeure within the meaning of article 1218 of the French Civil Code and French case law. The affected Party informs the other as soon as possible. Its obligations are suspended for the duration of the impediment. If the impediment continues beyond thirty (30) days, either Party may terminate the Contract as of right, by registered letter with acknowledgment of receipt, without indemnity.

15.2 Independence of the Parties

The Parties are independent contractors. The Contract creates between them no company, agency, or relationship of subordination or representation. Neither Party may bind the other vis-à-vis third parties.

15.3 Assignment

The Customer may not assign or transfer the Contract, in whole or in part, without REFLECT's prior written consent, except to the benefit of an Affiliate. REFLECT may freely assign or transfer the Contract, in whole or in part, to an Affiliate or in connection with a restructuring or business-transfer operation, which the Customer expressly accepts.

15.4 Partial invalidity and non-waiver

If a provision of the Contract is declared null or unenforceable, it will be deemed unwritten without affecting the validity of the other provisions, which remain in force. The fact that a Party does not avail itself of a right or a breach may not be construed as a waiver of that right or acceptance of that breach.

15.5 Entire agreement and amendment

The Contract expresses the entirety of the Parties' agreement relating to its subject matter and supersedes and replaces any prior agreement or exchange. No document originating from the Customer, in particular its general terms of purchase, may derogate from it. Subject to the Article relating to changes to the Terms, any amendment must be the subject of a written amendment signed by the Parties.

15.6 Changes to the Terms

REFLECT may modify these Terms, in particular to take account of technical, functional, legal or regulatory developments. The modified Terms are enforceable against the Customer as from their publication on REFLECT's Website or their notification by any means. REFLECT endeavours to inform the Customer of any material modification prior to its taking effect. Continued use of the Solution constitutes acceptance of the modified Terms by the Customer.

15.7 Compliance

Each Party undertakes to comply with all laws and regulations applicable to it in connection with the Contract, in particular regarding the fight against corruption and compliance with applicable international restrictive measures and sanctions.

15.8 Notices

Unless otherwise stipulated, notices under the Contract are validly given in writing, by email to the addresses indicated in the Order Form for ordinary communications, and by registered letter with acknowledgment of receipt for formal notices (formal notice of default, termination).

ARTICLE 16 - INSURANCE

REFLECT declares that it holds a professional civil liability insurance policy taken out with a notoriously solvent company, covering the financial consequences of its liability under the Contract, and undertakes to maintain it in force throughout the term of the Contract.

ARTICLE 17 - GOVERNING LAW AND COMPETENT JURISDICTION

The Contract is governed by French law. Failing an amicable resolution, any dispute relating to its formation, interpretation, performance or termination is submitted to the exclusive jurisdiction of the Economic Activities Court of Paris (Tribunal des Activités Économiques de Paris), including in the event of multiple defendants, third-party proceedings, or urgent or interim proceedings, notwithstanding any contrary jurisdiction clause.

ANNEXES

The following Annexes form an integral part of the Contract:
- Annex 1 - Data Processing Agreement
- Annex 2 - Special Conditions Applicable to Artificial Intelligence Features