Terms and Conditions of Sale (T&Cs) — AI4PLAN

In force from 27 August 2026

Translation provided for information only. These Terms and Conditions of Sale are drafted in French. In the event of translation into another language, only the French version is legally binding (art. 1 below).

1. Preamble

The purpose of these Terms and Conditions of Sale (hereinafter the “T&Cs”) is to define the conditions under which AI4PLAN, a simplified joint-stock company with share capital of 15,000 euros, registered with the Nanterre Trade and Companies Register under number 847 604 873, whose intra-Community VAT number is FR80 847 604 873 and whose registered office is at 8 bis rue Michelet, Escalier 7, Boîte 16, 92150 Suresnes, France (hereinafter the “Company” or “AI4PLAN”) supplies its business customers (hereinafter the “Customer” or the “Customers”) with access to the “AI4PLAN” SaaS software and the associated services.

AI4PLAN offers software accessible in SaaS mode (Software as a Service) allowing in particular the analysis, processing and visualisation of 2D drawings (PDF, DXF) by means of artificial intelligence technologies, intended to facilitate the costing, execution and project monitoring stages in the construction and engineering sectors.

Status of the Customer. The Customer declares that it is a legal person, or a natural person acting for professional purposes, contracting in the course of its main professional activity. The person accepting these T&Cs declares that they have authority to bind the Customer.

Scope and contractual hierarchy. These T&Cs govern, without restriction or reservation, all sales of Services concluded by AI4PLAN with its business Customers, to the exclusion of any other document such as brochures, catalogues, sales literature or the Customer’s general conditions of purchase, save for a prior and express derogation accepted in writing by the Company.

In the event of conflict between the contractual documents, these T&Cs prevail, subject to the special conditions expressly agreed in writing between the parties — quotation, purchase order or signed contract — which prevail as regards the price and the scope subscribed for alone. There follow, in this order, the Data Processing Agreement (DPA), the Terms of Use (ToU) and the Service Level Agreement (SLA).

Acceptance and evidence. The T&Cs are systematically communicated to the Customer prior to the validation of any order. The Customer acknowledges having read them and accepting them in their entirety before any subscription to the Services. Acceptance of these T&Cs entails waiver of any contrary condition appearing in any other document.

These T&Cs are accepted by the Customer, in the person of the representative carrying out the subscription, at the time of that subscription, and take effect from that date. Access to the Software by each of the Users is further subject to acceptance of the Terms of Use (ToU), which govern individual use of the Service and which each User accepts on their first connection. The Customer warrants compliance with the ToU by its Users and remains liable for their acts.

AI4PLAN retains in its systems the record of each of these acceptances, comprising the version accepted, the date and time of acceptance, and the identifier of the user who carried out the validation. Those records are conclusive as between the parties.

Language. These T&Cs are drafted in the French language. In the event of translation into another language, only the French version is legally binding.

2. Definitions

For the purposes of these T&Cs, the following terms, beginning with a capital letter, shall have the meaning defined below, whether used in the singular or the plural:

Subscription: The contractual arrangement giving access to the Services offered by AI4PLAN, according to the Plan and the Subscription Period chosen by the Customer.

Administrator: The User designated by the Customer, authorised to invite Users, to associate or dissociate their User Account from the Customer Account, to define their role, to assign and withdraw Licences, and to take out the Subscription on behalf of the Customer.

Customer: Any legal person, or any natural person acting for professional purposes, having taken out a Subscription to the Services offered by AI4PLAN, or having created a Customer Account with a view to doing so.

Customer Account: The space dedicated to the Customer’s organisation, bringing together its identification and billing information, the User Accounts associated with it and, where applicable, its Subscription and its Licences. The creation of a Customer Account does not entail the taking out of a Subscription.

User Account: The named, personal and secure access allocated to a natural person for the purpose of accessing the Software. The User Account belongs to its holder; it may be associated with one or more Customer Accounts and subsists upon any dissociation.

Terms and Conditions of Sale (T&Cs): The present document defining the respective rights and obligations of AI4PLAN and the Customer in connection with the supply of the Services.

Agreement: All of the contractual documents listed in article 1, taken in their order of precedence.

Documentation: All documents supplied by AI4PLAN, in paper or digital form, specifying the arrangements for use of the Software and the Services.

Customer Data: Data, files, content and information transmitted, uploaded or collected by the Customer in connection with the use of the Services, excluding the Outputs, whose regime is defined in article 10.

Sensitive Commercial Data: Information relating to the Customer’s prices, margins, unit costs, commercial terms and business volumes, together with any information permitting its economic position or its commercial strategy to be inferred.

Technical Data: Event logs, metadata, usage logs and derived data generated by the Service.

Plan: One of the functional tiers offered by AI4PLAN — Mini, Exe or Max — determining the extent of the features accessible under a Licence.

Credentials: The username and password necessary for access to the User Account or to the Software’s interfaces.

Licence: The individual right of access to the Software, allocated by the Customer to one of its Users according to the Plan subscribed for. Licences are issued in the name of a specific person: each Licence is assigned to a determined User. A Licence already assigned and used may not be reassigned to another User until the earlier of the following two dates: the end of the current Subscription Period, or the expiry of a period of thirty (30) days following the first use of the Licence.

Software: The online application operated by AI4PLAN, made available to the Customer via secure remote access, allowing the management, analysis and visualisation of 2D drawings.

Party/Parties: AI4PLAN and/or the Customer.

Subscription Period: The current billing period, monthly or annual according to the Plan subscribed for, at the end of which the Subscription is renewed in accordance with article 6.

Outputs: The items produced by the Software from the Customer Data, in particular the quantity take-offs, quantities, annotations and interpretations generated by AI4PLAN’s processing and analysis algorithms.

Services: All of the services supplied by AI4PLAN, including access to the Software, updates, maintenance, technical support and the additional services offered as options.

Site: AI4PLAN’s official web interface accessible at https://www.ai4plan.com, together with the online applications accessible at https://dashboard.apps.ai4plan.com and https://project.apps.ai4plan.com, or any other URL that may be substituted for them.

User: Any natural person holding a User Account associated with the Customer Account, authorised by the latter to access the Services under the Subscription taken out.

3. Purpose of the contract

The purpose of these Terms and Conditions of Sale is to define the terms and conditions under which AI4PLAN grants the Customer a right of remote access to and use of, via the Internet, the Software published by AI4PLAN, in Software as a Service (SaaS) mode, together with the associated Services, according to the Plan and the number of Licences subscribed for.

In that context, AI4PLAN supplies the Customer with:

• a right of access to the Software, hosted in a secure cloud environment, within the limit of the number of Licences subscribed for and according to the functional extent of the Plan chosen;
• corrective, evolutionary and preventive maintenance services;
• technical support, on the terms provided for in article 8;
• access to the Documentation and to updates of the Software;
• optional services (integration, customisation, training, etc.), where these are provided for in the quotation or purchase order.

The scope of the Services is determined by the Plan subscribed for and, where applicable, by the accepted quotation or purchase order. The descriptions appearing in sales literature, demonstrations and announcements of forthcoming developments are supplied for information only and have no contractual value.

AI4PLAN may develop the Software, its features and its interfaces, and does not warrant the permanent retention of any given feature, provided that it does not substantially alter the functional scope of the Plan subscribed for.

The Software is intended exclusively for professional use and for the Customer’s own needs. The Customer may associate with its Customer Account Users outside its own personnel, in particular its co-contractors, subcontractors and service providers, provided that each consumes a Licence and accepts the ToU; the Customer remains liable for their acts. Any resale, any making available of the Software to a third party not so declared, and any use for unauthorised purposes are strictly prohibited without AI4PLAN’s prior written agreement.

This prohibition relates to access to the Software and not to the Outputs, of which the Customer disposes freely on the terms of article 10. The Customer enjoys no right over the Software itself, on the terms set out in that same article.

4. Order and subscription

4.1 Subscription arrangements

The Customer may subscribe to the Services offered by AI4PLAN directly via the Site, by signing a quotation or purchase order, or by means of a specific contract.

Subscription to the Services entails express, full and complete acceptance of these T&Cs, evidenced by:

• a validation click during an online process (tick box or confirmation button), or
• the handwritten or electronic signature of a quotation or contract.

Any order is firm and final from its validation by the Customer, subject to AI4PLAN’s express or tacit acceptance.

4.2 Customer Account

Taking out a Subscription presupposes the existence of a Customer Account. The Customer creates its Customer Account by entering:

• its company name and address;
• its intra-Community VAT number;
• its SIRET number, if it is established in France;
• a telephone number and a billing email address.

The Customer Account has at all times at least one Administrator, designated by the Customer.

The Customer undertakes to supply accurate, up-to-date and complete information, and to report any change without delay. The information appearing in the Customer Account is deemed to have been supplied by the Customer, whatever the manner in which it was entered. It warrants in particular the accuracy and validity of its intra-Community VAT number, on which the applicable tax regime depends. The Customer shall bear any tax consequence, in principal, interest and penalties, resulting from inaccurate or out-of-date information it may have communicated, and shall indemnify AI4PLAN in that respect.

4.3 Access to the Services

Access to the Software is opened as soon as the subscription is confirmed, irrespective of the actual settlement of the first payment, the collection of which may take place subsequently depending on the payment method chosen. Access is opened within the limit of the number of Licences subscribed for and, for each User, from the assignment of a Licence.

AI4PLAN reserves the right to refuse or suspend access to the Services:

• in the event of default or failure of payment, on the terms of article 5.4;
• in the event of manifest breach of the T&Cs;
• or if the information supplied by the Customer is inaccurate, incomplete or fraudulent.

In the event of rejection, cancellation or dispute of a payment already collected, in particular under the refund right attached to SEPA direct debit, access to the Services is suspended as of right and without notice until effective settlement of the sums due, and the Subscription may not be modified during that suspension. The corresponding sums become immediately payable again and give rise to the application of article 5.4, increased by the bank rejection charges.

Access is restored as soon as the position is regularised. Repeated or manifestly unjustified disputes constitute a serious breach within the meaning of article 6.3.

4.4 Free trial

AI4PLAN may offer a free trial period, whose duration and functional scope are those announced when it is opened.

At the end of that period, continuity of service is conditional upon taking out a paid Subscription. The trial does not convert into a paid Subscription without express subscription by the Customer.

No compensation may be claimed by the Customer in the event of interruption at the end of the trial if no Subscription has been taken out.

5. Financial conditions

5.1 Price of the Services

The prices of the Services offered by AI4PLAN are stated in euros exclusive of tax and are specified:

• on the Site,
• in the price list communicated to the Customer,
• or in any quotation or purchase order accepted by the Customer.

Prices specific to the Customer Account, where such exist, prevail over the public price list.

Prices vary according to the Plan, the Subscription Period and the number of Licences subscribed for. Pricing may be established in tiers: in that case, the applicable unit price depends on the total number of Licences subscribed for, so that a change in that number may alter the unit price of all the Licences. The tier scale is accessible to the Customer prior to any subscription or modification.

Value added tax is applied in addition, at the rate in force, save where the Customer falls under a reverse-charge regime, in particular in respect of intra-Community supplies, upon production of a valid intra-Community VAT number.

No discount is granted for early payment.

Any initial installation or configuration charges are invoiced separately.

5.2 Price revision

AI4PLAN reserves the right to alter its prices at any time. New prices will apply only to renewals or new orders, after having informed the Customer with a minimum of 30 days’ notice.

In the event of disagreement, the Customer may terminate its Subscription on the terms provided for in article 6, termination taking effect at the end of the current Subscription Period. Failing that, the new prices will be deemed accepted.

5.3 Payment arrangements

Save for contrary provisions appearing in the quotation or contract:

• Subscriptions are payable in advance, on subscription and at each due date;
• one-off services are invoiced according to the schedule defined in the quotation or on receipt of invoice.

Payment is made by the payment methods offered by AI4PLAN at the time of subscription, in particular SEPA direct debit.

5.4 Late or non-payment

Any late payment automatically entails, without prior formal notice:

• the application of late payment interest at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, from the day following the due date;
• the immediate payability of all sums due;
• a fixed indemnity for recovery costs of EUR 40, in accordance with article L.441-10 of the French Commercial Code, without prejudice to additional compensation on production of evidence where the recovery costs incurred exceed that amount;
• the temporary or permanent suspension of the Services, without prejudice to AI4PLAN’s right to terminate the contract on the terms provided for in article 6.

AI4PLAN reserves the right to require advance payment or guarantees in the event of a previous payment incident.

5.5 Modification of Licences during a Subscription Period

The Customer may at any time modify the number of Licences subscribed for and their Plan.

Any increase in the number of Licences and any upgrade take effect immediately. They give rise to invoicing pro rata to the time remaining until the end of the current Subscription Period, established by crediting to the Customer the unconsumed fraction of the Licences replaced and invoicing the corresponding fraction of the new Licences.

Any reduction in the number of Licences and any downgrade take effect at the end of the current Subscription Period. In accordance with article 6.2, they give rise to no refund or credit note in respect of the current period.

The amount due in respect of an immediate modification is brought to the Customer’s attention before that modification is validated.

6. Term and termination

6.1 Term of the contract

The contract comes into force on the date of validation of the order or of signature of the quotation, for the initial term specified at the time of subscription (monthly or annual).

Save for contrary stipulation, the Subscription is tacitly renewed, for successive periods of the same duration, save for notice given by either party in accordance with the arrangements below.

6.2 Termination at the Customer’s initiative

The Customer may terminate its Subscription at any time, from its Customer Account or by written notification, without notice or justification. Termination takes effect at the end of the current Subscription Period; the Subscription is then not renewed and the Licences are released.

For as long as the termination has not taken effect, the Customer may withdraw it and continue its Subscription.

Any period commenced is due in full. No pro rata temporis refund will be made, save in the case of established fault attributable to AI4PLAN, within the limits of article 9.

6.3 Termination at AI4PLAN’s initiative

AI4PLAN reserves the right to terminate the Subscription as of right:

• in the event of total or partial non-payment following formal notice that has remained without effect for 15 days; AI4PLAN may, without being obliged to do so, maintain access during a grace period, the granting of which does not amount to a waiver of its right to rely on the non-payment;
• in the event of serious or repeated breach by the Customer of its contractual obligations (e.g. fraudulent use, infringement of intellectual property rights, failure to observe usage limits);
• or for any other legitimate reason, subject to written notice which may not be less than 30 days and which will take account of the duration of the commercial relationship.

In such cases, AI4PLAN may suspend access to the Services by way of precaution, without compensation for the Customer.

6.4 Effects of termination

Termination entails the deactivation of access to the Software at the expiry of the contract, together with the invoicing of any outstanding balance.

It is for the Customer to export its Customer Data and its Outputs before that date, by means of the Software’s export functions.

AI4PLAN retains the Customer Data and the Outputs for a period of ninety (90) days from the end of the contract. During that period, the Customer may request their return in a standard format; any reversibility service exceeding the Software’s export functions may be the subject of specific invoicing.

Upon expiry of that period, the Customer Data and the Outputs are deleted. Backups containing a copy thereof are purged according to their own rotation cycle, within a period not exceeding ninety (90) further days.

Reserved is data that AI4PLAN is required to retain under its legal, accounting and tax obligations, in particular invoices, on the terms specified by the Privacy Policy.

6.5 Survival

The stipulations of articles 9 (Liability), 10 (Intellectual property), 11 (Personal data) and 12 (Confidentiality) survive the termination of the Agreement, for their own respective duration.

7. Access to the Services

7.1 Technical prerequisites

The Customer acknowledges having verified the suitability of the Services for its needs and having the skills, hardware, software and connections necessary to access the Services.

Access to the Software requires a broadband Internet connection and a workstation equipped with a recent browser supporting the web standards in force, in particular WebGL graphics acceleration. These prerequisites may evolve with the Software. It is for the Customer to ensure that its environment satisfies them; AI4PLAN may not be held liable for technical incompatibility or for under-specification of the Customer’s workstation.

7.2 Availability of the Services

AI4PLAN implements all reasonable means to ensure the availability of the Services. The applicable availability undertakings and targets, exclusions and measurement arrangements are those defined by the SLA, to the exclusion of any other undertaking.

The following do not constitute unavailability: scheduled or emergency maintenance operations, interruptions necessary for the security or updating of the Services, cases of force majeure and third-party failures, in particular of public networks and hosting providers.

7.3 Conditions of access

Access to the Services is reserved to Users to whom the Customer has assigned a valid Licence. Each User has personal Credentials, which are strictly confidential and non-transferable.

The Customer is liable for any use of the Services made within its Customer Account, including where it results from unauthorised use by its Users or of their Credentials, save where such use results from a failure by AI4PLAN in its own security obligations. Any loss or theft of Credentials must be reported without delay.

7.4 Obligations of the Customer and usage limits

The Customer undertakes to:

• use the Services in accordance with the Agreement and the laws in force;
• refrain from attempting to circumvent the security systems or to exploit the Software for purposes other than those contractually provided for;
• refrain from disrupting the proper functioning of the Software (intrusion attempts, overloading, unauthorised automation of requests, etc.);
• ensure that its Users comply with these obligations.

AI4PLAN may apply technical usage limits, in particular as to file size, volume or call frequency, brought to the Customer’s attention by the Software or the Documentation.

AI4PLAN reserves the right to restrict, suspend or interrupt access to the Services in the event of abusive, fraudulent or unlawful use, and, without notice, in the event of an established threat to the security of the Service.

8. Maintenance and support

8.1 Maintenance

AI4PLAN provides corrective, evolutionary and preventive maintenance of the Software, in order to contribute to its proper functioning and its security. That maintenance includes in particular:

• the correction of reported anomalies, according to their severity and on the terms defined by the SLA;
• functional and technical updates;
• adaptations connected with the evolution of technical environments.

Maintenance operations may entail temporary interruptions of the Services. AI4PLAN endeavours to limit their impact and, so far as possible, to inform the Customer beforehand.

8.2 Technical support

AI4PLAN makes available to the Customer a technical support service intended to respond to assistance requests connected with the use of the Software and the Services.

Support is accessible electronically, at the address support@ai4plan.com or at any other address indicated by AI4PLAN, in French or English, on working days. The categorisation of incidents and the applicable time targets are those defined by the SLA.

8.3 Responsibilities connected with support

Support is provided on the basis of the information and access supplied by the Customer, who undertakes to communicate any material necessary to the reproduction and resolution of incidents.

Support does not cover:

• malfunctions connected with inappropriate or non-compliant use of the Software;
• problems arising from a technical environment not satisfying the prerequisites of article 7.1;
• modifications or customisations not carried out by AI4PLAN;
• requests made outside the support channel indicated in article 8.2.

8.4 Additional services

Additional services (training, specific integrations, bespoke developments) may be offered to the Customer in the form of amendments or separate quotations.

9. Liability

9.1 Limitation of AI4PLAN’s liability

AI4PLAN undertakes to implement all reasonable means to ensure the quality, security and availability of the Services. The Customer acknowledges that the Services are supplied “as is” and subject to availability, without warranty of performance, continuity or absence of errors.

AI4PLAN’s liability may be engaged only in the event of proven fault in the performance of its contractual obligations. In any event, AI4PLAN’s liability is strictly limited to direct damage suffered by the Customer alone, to the exclusion of all indirect, immaterial or consequential damage, such as in particular: loss of turnover, of profits, of contracts, of clientele, damage to image or reputation, or business interruption.

The total amount of compensation due by AI4PLAN in respect of all the Services supplied to the Customer, all causes and all heads of loss combined, is capped at the higher of the following two amounts: the total amount exclusive of tax actually paid by the Customer to AI4PLAN during the twelve (12) months preceding the event giving rise to liability, or the annualised amount exclusive of tax of the Subscription current at that date.

9.2 Specific exclusions

AI4PLAN’s liability may not be engaged, even in the event of proven fault, in the following cases:

• use of the Services or the Software not complying with these T&Cs or with the laws and regulations in force;
• modification, alteration or misuse of the Services or the Software by the Customer or its Users;
• failure or unavailability of Internet networks or of the Customer’s IT systems;
• failure of a third-party supplier to which AI4PLAN has recourse, in particular the hosting provider, telecommunications networks, payment service providers or email providers;
• force majeure, as defined in article 13.

9.3 Liability of the Customer

The Customer is solely responsible:

• for compliance with laws, regulations and third-party rights in connection with the use of the Services;
• for the protection and confidentiality of its login credentials;
• for the security of its IT environment;
• for the regular export, by means of the Software’s export functions, of the data it considers critical;
• for the consequences of any fraudulent, unlawful or non-compliant use of the Services or the Software, including by its Users.

9.4 Data backup

AI4PLAN implements the technical and organisational measures necessary for the regular backup of the Customer Data and the Outputs hosted in connection with the Services. This obligation is a best-efforts obligation (obligation de moyens).

It is nevertheless for the Customer to export regularly, by means of the Software’s export functions, the data it considers critical.

AI4PLAN’s liability in respect of loss or alteration of data is subject to the cap in article 9.1. It may not be engaged where the loss results from an act of the Customer or of one of its Users.

9.5 Liability connected with quantity take-offs

AI4PLAN endeavours to ensure the reliability and accuracy of the quantity take-offs supplied by the Software. However, AI4PLAN may not be held liable for errors, inaccuracies or omissions that may arise in the quantity take-offs obtained, whether they result from a malfunction of the Software, a technical defect, or misuse, incorrect configuration or erroneous entry by the User.

The Customer acknowledges that the performance of the Software and the quality of the Outputs depend directly on the quality, legibility and accuracy of the Customer Data imported, and that the algorithmic processing implemented carries no obligation as to result.

It is exclusively for the User to verify the accuracy and conformity of the quantities and take-offs generated via the Software, in particular before any decision-making or use for commercial, contractual or regulatory purposes.

Consequently, the User acknowledges and accepts that any take-off error falls under their sole responsibility and releases AI4PLAN from any claim, damage or loss connected with such errors.

9.6 Warranty

AI4PLAN warrants that the Software conforms to the Documentation in force, subject to normal use complying with the Agreement. That warranty is exercised by the correction of reported non-conformities, on the terms of article 8. Any other warranty, express or implied, is excluded.

9.7 Warranty against third-party claims

AI4PLAN warrants the Customer against any third-party action based on an infringement of an intellectual property right by reason of the Software, provided that the Customer informs it without delay, leaves it the conduct of the defence and does not settle without its agreement.

AI4PLAN may, at its option, obtain the right to continue using the Software, modify it or replace it with an equivalent solution, or, failing that, terminate the Subscription by refunding the unconsumed fraction.

This warranty does not apply where the action results from a modification of the Software not carried out by AI4PLAN, from its use not complying with the Agreement, or from its combination with elements not supplied by AI4PLAN.

9.8 Time limit for action

Any action based on the Agreement must, failing which it is time-barred, be brought within twelve (12) months following the occurrence of the event giving rise to it.

10. Intellectual property

10.1 Ownership of rights

The Customer acknowledges that all intellectual property rights relating to the Software, to the processing and analysis algorithms it has designed and to their configurations, to the Documentation, to the tools, methods, know-how, trade marks, trade names, logos, databases and content developed or used by AI4PLAN in connection with the supply of the Services remain the exclusive property of AI4PLAN or of its licensors.

10.2 Right of use

Subject to payment of the sums due, AI4PLAN grants the Customer, on a non-exclusive, non-transferable basis and limited to the term of the Subscription, a right of access to and use of the Software and the Documentation for its own needs.

That right does not authorise the resale, distribution, modification, reproduction or direct or indirect commercial exploitation of the Software outside the conditions provided for in the Agreement.

10.3 Protection and observance of rights

The Customer undertakes not to infringe AI4PLAN’s intellectual property rights, in particular not to decompile, disassemble, circumvent the protection devices or attempt to extract the source code of the Software, save in the cases expressly authorised by law, in particular for interoperability purposes on the terms of article L.122-6-1 of the French Intellectual Property Code.

In the event of established infringement, AI4PLAN reserves the right to suspend or terminate the Subscription, without prejudice to any damages.

10.4 Customer Data and Outputs

The Customer remains the exclusive owner of the Customer Data it uploads or transmits via the Software.

The Outputs produced from its Customer Data belong to it. AI4PLAN claims no right over them and assigns to the Customer, so far as necessary, any right it might hold in respect of them. The Customer exploits them freely, without limitation as to duration or destination, including after termination of the Agreement, subject to the verification obligation provided for in article 9.5.

This stipulation confers on the Customer no right over the Software, the algorithms or the databases referred to in article 10.1.

10.5 Rights granted to AI4PLAN

The Customer grants AI4PLAN, for the term of the Agreement, a non-exclusive right to use the Customer Data and the Outputs, for the sole purposes of operating and securing the Services, providing support for them, and improving AI4PLAN’s Software and algorithms.

Use for improvement purposes is exercised exclusively on aggregated or anonymised data, to the exclusion of Sensitive Commercial Data.

AI4PLAN neither communicates nor makes available to third parties the Customer Data or the Outputs of an identifiable Customer, save with that Customer’s prior written agreement or under a legal obligation.

Suggestions and feedback communicated by the Customer may be freely used by AI4PLAN to improve the Services, without consideration.

10.6 Commercial reference

The Customer authorises AI4PLAN to mention its company name and its logo, together with the general nature of the services supplied, by way of commercial reference, on its communication materials. That authorisation may be withdrawn at any time by simple written notification from the Customer.

11. Personal data

11.1 Roles of the parties

In connection with the supply of the Services, AI4PLAN acts:

• as controller for the personal data it collects directly from the Customer and its Users, in particular for the purposes of account management, invoicing, support and security;
• as processor for the personal data possibly contained in the Customer Data and the Outputs, processed on behalf of the Customer, who is the controller thereof.

Processing carried out in the capacity of processor is governed by the Data Processing Agreement (DPA), in accordance with article 28 of the GDPR.

AI4PLAN undertakes to respect the confidentiality and security of that data in accordance with the provisions of the General Data Protection Regulation (GDPR) and the French Data Protection Act.

11.2 Purposes of the processing

Personal data is used exclusively for the following purposes:

• administrative, commercial and financial management of the contract,
• supply, maintenance and improvement of the Services,
• technical support and customer assistance,
• sending of commercial information relating to similar products or services, on the basis of AI4PLAN’s legitimate interests, the recipient being able to object at any time and free of charge.

11.3 Recipients of the data

The personal data collected is accessible only to AI4PLAN’s authorised personnel and, where applicable, to the processors involved in the supply of the Services, who are bound by the same confidentiality and security obligations.

11.4 Rights of data subjects

In accordance with the applicable regulations, the Customer and the Users have a right of access, rectification, erasure, restriction, objection and portability in respect of their personal data.

These rights may be exercised by post to the address of AI4PLAN’s registered office or by email to rgpd@ai4plan.com

11.5 Retention period

Personal data is retained for the period necessary for management of the contract, then, as regards the Customer Data and the Outputs, on the terms of article 6.4, and finally for the retention periods imposed by the applicable legal, accounting and tax obligations.

11.6 Use of the Customer Data and the Outputs

AI4PLAN’s use of the Customer Data and the Outputs is governed by article 10.5. Where such data comprises personal data, its processing is further carried out on the terms of the DPA.

11.7 Transfers outside the European Union

Data is principally hosted in the European Union. Any transfer to a third country may take place only on the basis of an adequacy decision, standard contractual clauses or another mechanism provided for by the GDPR, on the terms specified by the DPA and the Privacy Policy.

11.8 Data breach

AI4PLAN shall notify the Customer, without undue delay after becoming aware of it, of any personal data breach concerning it, and shall communicate to it the information necessary for compliance with its own obligations under articles 33 and 34 of the GDPR.

12. Confidentiality

12.1 Undertakings of the parties

Each party undertakes to treat as strictly confidential the information, documents and data exchanged in connection with the performance of the Agreement, and not to disclose them to third parties without the prior written agreement of the other party.

Communication to each party’s processors, bound by equivalent confidentiality obligations, does not constitute prohibited disclosure, nor do the uses authorised by article 10.5.

12.2 Confidential information

The following in particular are regarded as confidential: technical, commercial, financial and strategic information, know-how, technical or commercial data, together with the Customer Data.

12.3 Exceptions

The confidentiality obligation does not apply to information which:

• is or becomes public without breach of these T&Cs,
• was already in the legitimate possession of the receiving party before its disclosure,
• is obtained in good faith from a third party authorised to communicate it,
• must be disclosed by virtue of a legal, judicial or regulatory obligation, subject to informing the other party beforehand,
• has been independently developed by the receiving party, without use of the confidential information received.

12.4 Duration of the obligation

The confidentiality obligation subsists throughout the term of the Agreement and for a period of 5 years from its termination, for whatever cause. It nevertheless remains without limitation of duration for information constituting a trade secret within the meaning of article L.151-1 of the French Commercial Code, for so long as it retains that character.

Upon termination of the Agreement, each party shall return or destroy, at the other’s option, the confidential information in its possession, subject to copies retained under legal obligations or technical backups.

13. Force majeure

13.1 Definition

Neither party may be held liable towards the other in the event of non-performance or delay in the performance of its obligations, if that event results from force majeure, understood as an external, unforeseeable and irresistible event beyond the reasonable control of the party concerned.

13.2 Effects

In the event of force majeure occurring, the affected party must inform the other party as soon as possible, by any appropriate means, specifying the nature of the event, its foreseeable duration and its consequences for performance of the contract.

The parties’ obligations will be suspended for the duration of the force majeure event. If that suspension exceeds a period of 30 days, either party may terminate the contract without compensation, by written notification addressed to the other party.

Force majeure does not suspend the payability of sums due prior to its occurrence. In the event of termination under this article, the unconsumed fraction of the current Subscription Period is refunded to the Customer, by way of derogation from article 6.2.

13.3 Non-exhaustive examples

The following in particular are regarded as force majeure, in addition to those traditionally recognised by case law:

• natural disasters (floods, earthquakes, storms, etc.),
• fires, explosions,
• acts of terrorism, wars, riots, social unrest,
• general strikes, or strikes external to the party invoking force majeure,
• Internet outages, electricity or telecommunications cuts,
• epidemics or pandemics directly affecting the capacity to perform.

14. General provisions

14.1 Entire agreement

The Agreement, as defined in article 2 and composed of the documents listed in article 1, constitutes the entire agreement between the parties concerning the supply of the Services and replaces all prior agreements, written or oral.

14.2 Partial invalidity

If one or more stipulations of these T&Cs were held to be invalid, unlawful or unenforceable, in whole or in part, this will not affect the validity of the other clauses, which will remain fully in force. The stipulation held to be invalid will be replaced by a valid stipulation whose economic effect is as close as possible to that which it replaces.

14.3 Assignment

The Customer may not assign, transfer or delegate all or part of its rights and obligations arising under these T&Cs without AI4PLAN’s prior written agreement, which may not be refused without legitimate reason.

AI4PLAN may assign its rights and obligations to any third party, in particular in the event of merger, acquisition or transfer of business, subject to informing the Customer.

14.4 Independence of the parties

The parties are independent contracting parties. No provision of these T&Cs may be interpreted as creating a relationship of partnership, mandate, agency or joint venture between them.

14.5 Governing law and jurisdiction

These T&Cs are governed by French law.

In the event of a dispute relating to the interpretation, performance or validity of the T&Cs, the parties will endeavour to find an amicable solution.

Failing amicable agreement within a period of 30 days, the dispute will be brought before the competent courts of the jurisdiction of AI4PLAN’s registered office.

This attempt at amicable resolution does not preclude an application to the courts for urgent or protective measures.

14.6 Notices

Any notice under the Agreement is validly given by email addressed, for the Customer, to the billing address appearing in its Customer Account and, for AI4PLAN, to the address admin@ai4plan.com. It takes effect on the date it is sent. Notices given from the Customer Account take effect on the date they are recorded by the Software.

It is for the Customer to keep its contact details up to date.

15. Updating of the conditions of sale

AI4PLAN reserves the right to amend these T&Cs at any time, in particular in order to adapt them to a legal, regulatory, case-law or technical development of the service.

Each version of the T&Cs is identified by its date of entry into force. The Customer is informed of any amendment by any useful means, in particular by notification upon connection to the Service or by email, at least 30 days before its entry into force.

Amendments required by a legal or regulatory development, together with those that are neutral or favourable to the Customer, apply from their entry into force.

Other substantial amendments apply to the Customer only from the renewal of its Subscription following their entry into force; until that date, the version it accepted continues to govern it.

By continuing to use the Service after the date on which the amended T&Cs become applicable to it, the Customer acknowledges having become aware of the amendments and accepts them. In the event of disagreement, it may terminate its Subscription on the terms of article 6.