Legal notice, terms and privacy policy

Preamble

Axonovia, a French simplified joint-stock company with share capital of €25,000, registered with the Lyon Trade and Companies Register under number 989 741 244 and having its registered office at 30 avenue Maréchal Foch, Bureau 3, 69006 Lyon (hereinafter “Axonovia”), publishes and markets a SaaS software solution named “Vigilo” (hereinafter the “Service”). These General Terms and Conditions of Sale (hereinafter the “GTCS”) define all legal, technical and financial conditions governing access to and use of the Service by exclusively professional customers.

Article 1 – Definitions

For the purposes of these GTCS, the following terms have the meanings set out below:

• “Subscription”: the right to access the Service for a monthly period;
• “Customer”: any legal entity or natural person acting in a professional capacity that subscribes to the Service;
• “Customer Data”: all data, documents, files and content imported, uploaded or processed by the Customer through the Service;
• “Contractual Documents”: these GTCS, the special terms, quotations, purchase orders and any appendices;
• “Account”: the secure user area providing access to the Service;
• “User”: any natural person authorised by the Customer to access the Service;
• “GDPR”: Regulation (EU) 2016/679 and the national legislation adopted for its implementation;
• “Business Day”: any day from Monday to Friday, excluding public holidays in France.

Article 2 – Scope – Professional capacity

These GTCS apply to every subscription to, access to or use of the Service by a professional Customer, to the exclusion of all other terms, including any terms issued by the Customer, unless expressly agreed to in writing by Axonovia.

The Customer acknowledges that it acts exclusively for professional purposes and declares that consumer-law provisions do not apply to it.

Article 3 – Contractual hierarchy

In the event of a conflict between the Contractual Documents, the following order of precedence shall apply: (i) the special terms and/or the accepted quotation or purchase order; (ii) the appendices; and (iii) these GTCS.

Article 4 – Formation of the Contract

The Contract shall be deemed formed when the Customer accepts a quotation, purchase order or special terms, or, failing this, upon the first use of the Service.

Article 5 – Description of the Service – Decision support

The Service enables the Customer to import, structure, search, analyse and use its own internal documents and data for administrative, organisational and management purposes, in particular through automated analysis and artificial-intelligence assistance technologies.

The Service is a decision-support tool. The Customer acknowledges that the results produced may contain approximations or errors and must be interpreted and validated by the Customer under its sole responsibility. Axonovia does not provide legal, tax or regulatory advice and is not bound by any obligation to achieve a specific result.

Article 6 – Access to the Service – Accounts – Security

Access to the Service requires the creation of a secure user Account using personal credentials and enhanced authentication.

The Customer is responsible for keeping its credentials confidential and for any use of the Service made through its Accounts.

Axonovia implements reasonable technical and organisational measures to safeguard the security, availability and integrity of the Service, without guaranteeing that it will be entirely free from interruptions or anomalies.

Article 7 – Pilot phase

Axonovia may offer a free pilot phase lasting one (1) month to allow the Service to be evaluated, without commitment and without any obligation to achieve a specific result.

During the pilot phase, the Service is provided as is, with no particular guarantee of performance or availability.

If the Customer does not subscribe at the end of the pilot phase, Axonovia undertakes to delete or anonymise the Customer Data within a maximum period of thirty (30) days, unless a legal obligation requires otherwise or the Customer expressly requests otherwise.

Article 8 – Financial terms – Hybrid clause

The Service is supplied as a monthly Subscription, the price of which covers the functional scope of the Service as it exists on the subscription date.

New features or functional modules developed subsequently may be subject to separate additional charges, offered at the Customer’s discretion and never imposed by default.

Axonovia reserves the right to change the prices applicable to future subscriptions or subsequent subscription periods, without affecting the price of the current Subscription during the monthly period already paid for.

Article 9 – Invoicing – Payment – Late payment

Invoicing and payment terms are set out in the Contractual Documents.

Any late payment may result in late-payment penalties and a fixed recovery-cost indemnity in accordance with applicable regulations, as well as suspension of the Service after notice has remained without effect.

Article 10 – Customer obligations

The Customer is solely responsible for the Customer Data it imports and for the lawfulness, accuracy and regulatory compliance of that data.

The Customer undertakes to use the Service exclusively for its internal professional purposes and to comply with all applicable laws and regulations.

Article 11 – Misuse – Suspension

Misuse includes, in particular, any attempt to gain unauthorised access, any breach of the security or integrity of the Service, any use intended to circumvent the Service’s normal technical limitations, or any deliberate overload liable to impair the availability of the Service.

In the event of misuse, Axonovia reserves the right to suspend access to the Service after a prior warning has remained without effect, except in a security emergency.

Article 12 – Term – Termination – Effects

The Contract is entered into as an automatically renewing monthly Subscription.

The Customer may terminate the Subscription at any time by written notice. Except in the event of immediate termination for security reasons or serious breach, termination takes effect at the end of the current prepaid monthly period, and the Customer retains access to the Service until that date.

In the event of a serious breach by either party, the other party may terminate the Contract after a formal notice has remained without effect for thirty (30) days.

If late payment persists for thirty (30) days after formal notice, Axonovia may terminate the Contract as of right, without prejudice to any amounts due.

Article 13 – Data portability – End of contract

When the Contract ends, the Customer may request an export of its Customer Data in a standard, readable and usable format within thirty (30) days of the effective termination date.

After this period, Axonovia may delete or anonymise the Customer Data, subject to legal obligations.

Article 14 – Intellectual property

The Service and its components, software, interfaces, algorithms, models, methods and documentation are and shall remain the exclusive property of Axonovia or its licensors.

The Contract does not transfer any intellectual-property rights. The Customer is granted a non-exclusive, non-transferable right to use the Service, limited to its internal needs for the duration of the Subscription.

Article 15 – Ownership of Customer Data

Customer Data remains the exclusive property of the Customer. Axonovia acquires no rights to it other than those strictly necessary to provide the Service.

Article 16 – Data – Confidentiality – GDPR – AI

Customer Data is used exclusively to provide the Service. Axonovia shall not resell or commercially exploit Customer Data.

The technical providers, processing locations and any data transfers applicable to the Service are specified in the contractual documentation provided to the Customer. Where a transfer of data outside the European Economic Area is necessary, Axonovia implements the safeguards required by the applicable regulations.

The Customer acknowledges that artificial-intelligence technologies may produce probabilistic results and agrees to exercise appropriate human oversight.

Article 17 – Subcontracting

Axonovia may use technical subcontractors to perform the Service, provided that an equivalent level of compliance is maintained.

Article 18 – Support – Maintenance

Support is included in the Subscription. Axonovia undertakes to acknowledge requests within a maximum of ten (10) Business Days.

Maintenance operations may result in temporary unavailability of the Service.

Article 19 – Liability – Limitation

Axonovia is subject to an obligation of reasonable endeavours.

Axonovia’s total liability, for all causes combined, is limited to the total amount paid by the Customer for the Service during the previous twelve (12) months.

Axonovia shall not be liable for indirect loss, including operating loss, loss of profit or commercial loss.

Article 20 – Insurance

Axonovia undertakes, when justified by the nature or scale of its activities, to take out professional liability insurance appropriate to the risks incurred.

Article 21 – Service continuity – Discontinuation – Assignment – Change of control

Axonovia undertakes not to discontinue the Service without giving at least six (6) months’ prior written notice, except in the event of force majeure or legal impossibility.

During this notice period, the Customer retains normal access to the Service.

In the event of an assignment, merger or change of control, Axonovia guarantees the continuity of the Service or the transfer of the Contract on equivalent terms for a minimum period of twelve (12) months.

The commitments in this article are intended to ensure an orderly rather than abrupt transition. They do not constitute an obligation to maintain the Service indefinitely or a transfer of intellectual-property rights.

Article 22 – Notices

Any notice sent by email is deemed received on the date it is first delivered to the recipient’s inbox, as evidenced by the sender’s email-system logs.

Article 23 – Insolvency proceedings

If safeguard, judicial reorganisation or judicial liquidation proceedings are opened against Axonovia, the Contract shall continue in accordance with the applicable statutory provisions, subject to the decisions of the competent judicial authority.

Article 24 – Survival of clauses

The provisions relating to intellectual property, confidentiality, liability, governing law and competent jurisdiction shall survive termination of the Contract.

Article 25 – Force majeure

Neither party shall be liable for a breach resulting from an event of force majeure within the meaning of French law.

Article 26 – Severability – Waiver

The invalidity of one provision shall not affect the validity of the others. Failure to invoke a breach shall not constitute a waiver.

Article 27 – Changes to the GTCS

Axonovia reserves the right to amend these GTCS for the future. The applicable GTCS are those in force on the subscription or renewal date.

Article 28 – Governing law – Jurisdiction

These GTCS are governed by French law. Any dispute falls within the exclusive jurisdiction of the French courts.

Article 29 – Contact

contact@axonovia.com

1. Data collected

When our services are used, the following types of data may be processed:

• identification information provided by the Customer, including the contacts’ first names, surnames and email addresses;
• data and documents imported by the company, including logistics data and invoices;
• technical logs and usage statistics.

2. Purposes for which data is used

Data is used exclusively to:

• operate the subscribed Service;
• provide analysis and automation results;
• improve service quality, including maintenance and performance;
• ensure the security of the platform.

Data is neither resold nor used for advertising purposes.

3. Data sharing

Data is not shared with third parties except:

• where required by law;
• with technical service providers strictly necessary to operate the platform, including hosting and infrastructure providers.

4. Retention and deletion

Data is retained for the duration of the Customer’s use of the service. The Customer may request the deletion of specific content or the closure of its account, resulting in the deletion or anonymisation of the associated data within a reasonable period.

5. Contact

For any privacy-related question or to exercise a right to deletion, rectification or information, the Customer may write to: contact@axonovia.com