Terms of use

Last update : january 2024

1.Introduction

ASKR.AI (hereinafter referred to as "ASKR") offers professionals (hereinafter referred to as the "Customer") a software solution (hereinafter referred to as the "Solution") enabling them to ask questions and obtain answers in natural language on data (hereinafter referred to as the "Data") extracted from their own databases (hereinafter referred to as the "Dataset").

These general terms and conditions apply without restriction or reservation to any order for services (hereinafter the "Services") placed by the Customer with ASKR, and are intended to define the terms and conditions for their provision.

Together with its appendices and the Quotation(s), they constitute an indivisible contractual whole (hereinafter the "Contract"). In the event of contradiction, the provisions of the Quotation(s) shall prevail over the present terms and conditions. In the event of contradiction between different Quotations, the most recent document shall prevail over the oldest.

The Contract shall prevail over any other general or special conditions not expressly approved by ASKR.

2. SOLUTION AND SERVICES FOR PROFESSIONALS ONLY

The Solution and Services are designed for and intended for professional use, and are therefore intended exclusively for professionals in the course of their business.

3. ORDERING SERVICES AND ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS

3.1. Prior to the provision of any Services, the Customer shall provide ASKR with all relevant information and documents to enable ASKR to identify the Customer's needs and expectations. On this basis, ASKR will draw up one or more quotations (hereinafter a "Quotation"). The Quotation will indicate in particular the content of the Services, their price, as well as their period of validity.

3.2. The Customer who wishes to order the Services must validate the corresponding Quotation within the stipulated period, by any useful written means and in particular by e-mail. Failure to do so will render the Quotation null and void.

3.3. Any validation of a Quotation, whether express or implicit, implies full acceptance of the present terms and conditions, in their version in force on the date of the Quotation concerned. Any Customer who does not agree to be bound by these terms and conditions must not order Services from ASKR.

3.4. In the event of modification of the initial Services or a new order, a new Quotation is drawn up. The provisions of the new Quotation take precedence over those of the old Quotation. In the absence of any indication in the new Quotation, the commitment periods remain identical to the first Quotation.

4. SOLUTION LICENSE

The Customer has access to the Services through a license to use the Solution (hereinafter the "License"). The characteristics of the License are defined below.

4.1. Scope of the License

ASKR grants the Customer, in consideration of payment of the price defined in the article "Financial Conditions", a non-exclusive, personal and non-transferable License to use the Solution, in its version existing at the date hereof and in any future versions, for the sole purpose of providing the Services.

The Customer may grant access to the Solution to an unlimited number of users (hereinafter the "Users").The License is granted to the Customer for its own needs, understood as needs related to its activity and for Users only. The Customer may not assign or transfer the benefit of the License to any third party whatsoever.

The Customer expressly agrees not to :

- reproduce, arrange, adapt, permanently or temporarily, any of the elements of the Solution in whole or in part, by any means and in any form;

- proceed with any form of commercial exploitation of the Solution for third parties;

- sell, assign, supply, lend, rent, transfer or distribute the Solution, grant sub-licenses or other rights of use, or more generally, communicate to a third party or a third party or to an affiliated company all or part of the Solution,

- modify the Solution and/or merge or integrate all or part of the Solution into other computer programs;

- compile the Solution, decompile it, disassemble it, translate it, analyze it, perform reverse engineering or attempt to do so, except within the limits authorized by law and in particular by article L. 122-6-1 of the French Intellectual Property Code;

- use the Solution to develop a competing product;

- and more generally to perform any act of use or exploitation of the Solution notincluded in the License.

The License is granted for the duration defined in the article "Contract duration, termination" and subject to payment in full of the price agreed in the article "Financial conditions".

4.2. Implementation and access to the License

4.2.1.Access to Data by ASKR

In order to provide the Services, the Customer first provides ASKR with access to its Data, which may take one of the following forms, depending on the offer proposed in the Quotation, :

- transfer of Data by the Customer at the frequency of its choice in the form of a secure, encrypted data stream. ASKR sends a secure key to the Customer for this purpose. If necessary, the Data is transferred to ASKR's infrastructure;

- a direct connection to Data stored on a Customer data storage cloud operated by the Customer and under its responsibility. Where applicable, Data is not transferred to ASKR's infrastructure, unless expressly requested by the Customer;

- Direct access by ASKR to Data hosted on the Customer's infrastructure, which may be achieved by the activation of a secure VPN access to the Customer's LAN or by the provision of APIs by the Customer. Where applicable, Data is not transferred to ASKR's infrastructure, unless the Customer decides otherwise via its Administration Interface (as defined below).

4.2.2. Assistance in setting up the Solution

● Setup service

ASKR assists the Customer in setting up the Solution as specified in the Quotation (hereinafter the "Setup").

Any additional request from the Customer relating to the Setup and/or the addition of new Services and/or new functionalities will be the subject of a specific order. In the event of agreement on the conditions, particularly financial, for adapting the License, these will be the subject of an additional quotation.

● Use of the Solution in Customer Applications

ASKR provides the Customer with integration possibilities to enable its Users to access the Solution and ask their questions, via the applications used by the Customer (hereinafter the "Customer Applications"). The User will thus be able to ask his questions directly in the Customer Applications he usually uses.

The Customer Applications with which ASKR will interface are specified in the Quotation and may be of two kinds: the Customer's web applications, in which the Customer can integrate the web component ("Widget") supplied by ASKR; or depending on the offer indicated in the Quotation, corporate instant messaging applications.

4.2.3.Selection of technical administrators

From the subscription start date indicated in the Quotation, ASKR opens an account in the Customer's name, enabling him to manage his use of the Services via the Solution.

It is the Customer's responsibility to select :

- Users with access to the Solution;

- among the Users, the one or ones who will be in charge of administering the Solution

(hereinafter referred to as the "Administrators"). The Customer will communicate their name and email address to enable ASKR to provide the Administrators with their access codes to the administration interface (hereinafter the "Interface").

The Administrators will thus be able to :

- determine the nature of access granted to Users, and the data and information to which they have access;

- configure access to the Solution on Customer Applications;

- interface the Solution with other Customer Applications;

- configure connections to Data sources (i.e. the environments in which in which the Data is stored), define Datasets, track usage of the Solution, manage the connection to the single sign-on management system for Customer Users, and open tickets for the support and maintenance departments;

- display indicators for monitoring User activity, such as the number of questions, the rate of correct answers or response time, and receive regular statistics on the use of the Solution (hereinafter referred to as "Usage KPIs").

Administrators undertake to use the Services personally and not to allow any third party to use them in their place or on their behalf, unless they assume full responsibility for doing so. They are likewise responsible for maintaining confidentiality and must ensure the security of their access codes, any access to the Interface using the latter being deemed to have been made by the Administrators. Administrators must immediately contact ASKR if they notice that the Interface has been used without their knowledge. They acknowledge ASKR's right to take all appropriate measures in such a case.

5. SOLUTION MAINTENANCE

5.1. Corrective maintenance

ASKR undertakes to correct, for the duration of the present contract, any anomaly that makes full use of the Solution impossible. The Administrator shall notify ASKR of any such malfunction by opening a ticket on the Interface and endeavouring to provide as much useful information as possible.

ASKR undertakes to deal with the request by replying to the Customer by any useful written means and in particular by email within 4 (four) working hours from receipt of the request.

If ASKR ascertains that the malfunction is not due to the Solution, it will immediately inform the Customer. If this is not the case, ASKR will take the necessary steps to correct the malfunction within a period of time that ASKR deems appropriate.

ASKR shall not be obliged to provide any maintenance in the following cases:

- refusal by the Customer to cooperate with ASKR in the resolution of anomalies and in particular to answer questions and requests for information ;

- use of the Solution in a manner that does not comply with its intended purpose;

- unauthorized modification of the Solution by the Customer or a third party;

- failure by the Customer to meet its obligations under the Contract;

- installation of any software package or operating system that is not compatible with the Solution;

- failure of electronic communication networks;

- deliberate acts of damage, malice or sabotage;

- deterioration due to force majeure or misuse of the Solution.

Any intervention in the cases listed above will be subject to an additional estimate.

5.2. Upgrade maintenance

ASKR undertakes to allow the Customer to benefit from developments and updates to the Solution, the nature and frequency of which will be left to ASKR's discretion and without necessarily informing the Customer in advance. ASKR reserves the right to limit or suspend the operation of the Solution during maintenance operations. ASKR will inform the Customer in advance by any useful means of such operations.

It is specified that ASKR will not carry out any intervention, whether for development or maintenance, on the Customer's infrastructure or tools. Maintenance operations are carried out only on the Solution.

6. TECHNICAL SUPPORT

Apart from malfunctions, ASKR offers the Customer technical support for all questions relating to the use of the Services. Where necessary, Administrators should open a ticket on the Interface.

ASKR will respond as quickly as possible depending on the nature of the request, it being understood that technical support is open Monday to Friday from 9am to 12pm and from 1pm to 6pm, Paris time, France, excluding public holidays in France (hereinafter "Business Hours").

7. HOSTING

ASKR undertakes to provide, on a best-efforts basis, hosting of the Solution, and of the data entered by Users as part of their use of the Services, and exchanged with them via the Solution, in accordance with the practices of the profession and the state of the art, on its servers or via a professional hosting provider, and on servers located in a territory of the European Union (unless otherwise specified in the Quotation).

As part of this hosting service, ASKR undertakes to provide the Customer with sufficient storage and processing capacity for the operation of the Solution.

ASKR undertakes to implement all state-of-the-art technical means necessary to ensure the security of access to the Solution and to the Services, including the following

protection and monitoring of infrastructures, control of physical and/or intangible access to said infrastructures, and the implementation of detection, prevention and recovery measures to protect servers from malicious acts.

ASKR also undertakes to take all necessary precautions, in view of the nature of the data and the risks presented by the automated data processing implemented for the purposes of the Services, to preserve the security of the data, and in particular to prevent it from being distorted, damaged or accessed by unauthorized third parties.

8. SERVICE LEVEL GUARANTEE

ASKR undertakes to ensure the permanence, continuity and quality of access to the Solution and the Services, as well as the operation of the Solution.

In this respect, ASKR will use its best efforts to maintain :

- 24/7 access to its tools and guarantee 99% availability of the Solution, except in cases of force majeure, as defined herein;

- a maximum allowable downtime (DIMA) of 12 consecutive working hours;

- a maximum permissible data loss (PDMA) of 12 Business Hours.

In view of the complexity of the Internet, the unequal capacities of the various sub-networks, the influx of Solution Users at certain times, and the various bottlenecks over which ASKR has no control, ASKR's liability shall be limited to the operation of its servers, the outer limits of which are constituted by the connection points.

ASKR cannot be held responsible for (i) access speeds to its servers, (ii) slowdowns external to its servers, and (iii) poor transmissions due to a failure or malfunction of these networks.

If necessary, ASKR reserves the right to limit or suspend access to the Solution and the Services in order to carry out any scheduled maintenance of the Solution. In such a case, ASKR undertakes to inform the Customer at least 24 (twenty-four) hours in advance, by any useful means and in particular by email sent to the Administrators, of these maintenance operations. ASKR will use its best efforts to ensure that such maintenance operations do not exceed 8 (eight) hours and are carried out outside Business Hours.

In the event of a security breach requiring the immediate interruption of the Solution, ASKR reserves the right to immediately suspend access to the Solution. ASKR will inform the Customer as soon as possible.

The Customer acknowledges and accepts that this service level guarantee does not cover any failure or interruption of the Solution caused by telecom operators or Internet access providers.

The Customer expressly acknowledges and accepts that the above availability rate will not apply in the cases listed in the "Corrective Maintenance" article.

9. CONTRACT DURATION, TERMINATION

Unless otherwise stipulated in the Quotation, the Services are subscribed to in the form of a subscription (hereinafter the "Subscription"), which begins on the subscription start date indicated in the Quotation for an initial term of 1 (one) year.

The Subscription is then tacitly renewed for periods of 1 (one) year, unless terminated by ASKR or the Customer no later than 2 (two) months before the end of the Period.

The initial and renewal periods are hereinafter together referred to as the "Period".

Either party may terminate the Subscription by sending a request to that effect to the other party by registered letter with acknowledgement of receipt to the address given at the top of this document, stating the wish to terminate the Subscription.

In any event, termination of the Subscription takes effect at the end of the Subscription period during which the request is sent. Termination will result in closure of access to the Solution.

The Customer acknowledges and accepts that in the event of termination, all settings made by the Customer on the Interface will be lost.

10. FINANCIAL CONDITIONS

11.1. Price

The price of Setup and Subscription is indicated in the Quotation. Unless otherwise stated, it is expressed in Euros and excludes taxes.

Any Period started is due in full.

11.2. Invoicing and payment terms

Unless otherwise specified in the Quotation, the Setup Service is invoiced on signature of the Quotation and is communicated to the Customer by any useful means at the beginning of the Period. The invoice is payable by bank transfer within 30 (thirty) days of issue.

Invoicing and payment terms for the Subscription are indicated in the Quotation.

11.3 Late payments and payment incidents

The Customer is hereby informed and expressly accepts that any delay in payment of all or part of a sum due on its due date will result, after formal notice has been given to the Customer by ASKR to comply with its contractual obligations, by registered letter with acknowledgement of receipt which has remained without effect for 15 (fifteen) days from its receipt, without prejudice to the provisions of the article "Termination for default":

(i) immediate suspension of Services in progress until full payment of all sums due by the Customer;

(ii) the invoicing to ASKR of late payment interest at the rate of 3 (three) times the legal interest rate, based on the amount of all sums due by the Customer, and a fixed indemnity of 40 (forty) euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.

11. AGREEMENT OF PROOF

The Customer expressly acknowledges and accepts:

(i) that the data collected on the Solution and ASKR's computer equipment are proof of the reality of the operations carried out under the present contract;

(ii) that such data constitutes the principal means of proof admitted between the parties.

12. OBLIGATIONS AND LIABILITY OF THE CUSTOMER

Without prejudice to the other obligations provided for in the Contract, the Customer undertakes to comply with the following obligations.

12.1. The Customer undertakes to provide ASKR with all documents, elements, data and information necessary for the performance of the Services, and in particular access to its Data. More generally, the Customer undertakes to cooperate actively with ASKR and in particular with its dedicated personnel for the proper performance of the Contract.

12.2. The Customer declares that it has received from ASKR, prior to the signature of this Agreement, all advice, instructions and details necessary for it to subscribe to the Agreement in full knowledge of the facts, that it thus has sufficient knowledge of the characteristics and functionalities of the Solution, and that it has, prior to this Agreement, sufficiently exchanged with ASKR to ensure that the provision of the Solution in SaaS mode corresponds to its expectations, needs and constraints.

The Customer undertakes to inform Users of the existence of the Solution, and to provide them with all useful information to enable them to make proper use of it and facilitate their access to it.

12.3. The Customer is solely responsible for the Data it provides to ASKR. The Customer warrants to ASKR that it is authorized to provide the Data and that it has all the rights and authorizations necessary to use the Data in connection with the Services.

The User undertakes to ensure that the Data is lawful, does not infringe public order, morality or the rights of third parties, does not violate any legislative or regulatory provision and, more generally, is in no way likely to give rise to civil or criminal liability on the part of ASKR.

The Customer shall also be solely responsible for the accuracy and completeness of the Data, and ASKR shall in no event be liable for any errors, misprints, omissions or misleading indications in the Data resulting from the Customer's failure to comply with this clause.

12.4. The Customer is solely responsible for its use of the Solution and the Services, and more particularly for the use of the Solution and the Services by the Users and Administrators themselves, for which it is responsible.

The Customer thus guarantees against any misuse, non-compliant or illicit use that Users and Administrators may make of the Solution, in particular against any infringement of laws, regulations in force, third-party rights or public order. The Customer is thus exclusively responsible for implementing all procedures intended to prevent or remedy the commission of such acts.

12.5. If ASKR has access to the Data through the Customer's cloud data storage environment, the Customer agrees to be solely responsible for the Data stored on such space.

12.6. The Customer is informed and accepts that the use of the Solution and the implementation of the Services require the Customer to be connected to the Internet and that the quality of the Services depends directly on this connection, for which the Customer is solely responsible.

12.7. The Customer shall not, on its own behalf or on behalf of the Users, sell, assign, grant or transfer all or part of its rights or obligations hereunder to any third party, including where such third party has a direct or indirect link with the Customer or any of the Users or Administrators, in any manner whatsoever.

12.8. The Customer shall indemnify and hold ASKR harmless from and against any and all claims, demands, actions and/or causes of action that ASKR may suffer as a result of the Customer's breach of any of its obligations under the Agreement. The Customer agrees to pay ASKR all costs, charges and/or judgments that ASKR may incur as a result.

13. ASKR'S OBLIGATIONS AND LIABILITY

Without prejudice to its other obligations under the Contract, ASKR undertakes to comply with the following obligations.

13.1 ASKR undertakes to provide the Services diligently and in accordance with the rules of the trade, it being specified that ASKR has an obligation of means, which the Customer expressly acknowledges and accepts.

13.2. ASKR undertakes to provide the Customer with competent personnel and to provide the Customer with the advice, warnings and information necessary for the proper performance of the Contract and the provision of the Services. ASKR also undertakes to inform the Customer of any foreseeable difficulty, in particular with regard to the implementation of the Solution and the Services or their proper operation.

13.3. The Customer acknowledges and accepts that answers to Users' questions are provided for information purposes only. They are not a substitute for specific advice or assistance in making a transaction or strategic or investment decision, which is the sole responsibility of the Customer. The Services are limited to the supply of a technology enabling the execution, on the Customer's structured data, of questions expressed in natural language by Users. In this respect, the Customer acknowledges and accepts that ASKR shall not be held liable for any damage that may result from the use of the answers provided by ASKR.

13.4. As the Solution is based on non-deterministic machine learning algorithms, the Customer acknowledges and accepts that ASKR cannot guarantee that the Solution will be able to answer all the questions asked by the User. ASKR cannot be held liable in this respect.

13.5. ASKR undertakes to use its best efforts to ensure the security of the Solution and Administrator accesses. It guarantees the exclusivity of access for Users and Administrators and will not communicate the content to any third party.

Furthermore, ASKR shall not be held responsible for any lack of vigilance on the part of Administrators in maintaining the confidentiality of their login and password for access to the Interface.

13.6. ASKR undertakes to use the Data and, more generally, all elements that may be transmitted to it in the context of this Agreement solely for the purposes of performing the Agreement and not to distribute or share them with any third party whatsoever, unless expressly requested or agreed by the Customer.

ASKR warrants to the Customer that the Data and elements will be kept in perfect condition for the duration of the Contract and undertakes to destroy them at the end of the Contract and, at the Customer's request, to return them to the Customer.

ASKR shall not use the Data for canvassing or commercial solicitation. More generally, ASKR shall refrain from reusing all or part of the Data in any form whatsoever, and from diverting it from its intended purpose, i.e. the performance of the Services.

13.7. ASKR certifies that it holds an insurance policy guaranteeing its professional civil liability. It undertakes to maintain this insurance policy in force for the duration of the Contract.

13.8. ASKR's intervention is limited solely to the provision of the Services. In this respect, the Customer acknowledges and accepts that the Services are provided to it personally, ASKR not intervening in any way in the relationship between the Customer and the Users or Administrators or any other third party, nor maintaining any relationship with them or providing any services to them.

The Customer agrees to indemnify and hold ASKR harmless from and against any and all disputes or litigation between such persons.

13.9. ASKR does not warrant to the Customer that the Solution and the Services, which are subject to constant research to improve performance and progress, will be totally free of errors, defects or faults. In any event, ASKR reserves the right to temporarily interrupt access to the Solution for maintenance purposes, in accordance with the conditions set forth in the article "Maintenance of the Solution".

Similarly, ASKR shall not be held liable for temporary difficulties or impossibilities of access to the Solution due to circumstances beyond its control, force majeure as defined herein, or due to disruptions of telecommunications networks.

13.10.In any event, ASKR's liability hereunder is expressly limited to direct damages suffered by the Customer and shall not exceed the total price paid by the Customer for the Subscription for the year in which the damage occurred. As an exception to the foregoing, in the event that ASKR's liability is incurred as a result of the infringement of a third party's intellectual or industrial property rights or of the provisions of the RGPD and the Loi Informatique et Libertés, ASKR's liability shall be limited to the indemnity limit of the civil liability insurance policy taken out by ASKR.

14. INTELLECTUAL PROPERTY RIGHTS

The Customer expressly acknowledges that the Agreement does not confer any intellectual property rights on the Solution, which remains the exclusive property of ASKR.

The Customer is granted a simple license to use the Solution under the conditions defined herein.

Consequently, all disassembly, decompilation, decryption, extraction, reuse, copying and more generally all acts of reproduction, representation, distribution and use of any of the elements comprising the Solution, in whole or in part, without the authorization of ASKR, are strictly prohibited and may be subject to legal proceedings.

15. PROTECTION OF PERSONAL DATA

15.1. ASKR as data controller

ASKR processes personal data in its capacity as data controller for two purposes:

(i) As part of the management of its contractual and commercial relations with the Customer:

The main characteristics of this processing are as follows:

Data subjects: ASKR contacts in the context of the commercial relationship. Purpose of processing: management of the commercial relationship.

The detailed characteristics of this processing are explained in the personal data protection charter accessible on the ASKR website at https://fr.askr.ai/charte-de-confidentialite.

(ii) As part of the use of the Solution by Users:

The main characteristics of this processing are as follows:

Data subjects: all persons likely to use the Solution. Purpose of processing: to monitor the use of the Solution by Users.

The detailed characteristics of this processing are set out in the personal data protection charter provided in the Appendix. The Customer undertakes to forward this Charter to Users.

The Customer may also process the same data on its own behalf. The Customer and ASKR are independently responsible for the processing of such data. In this respect, the Customer is responsible for the use it will make of Users' personal data, and it is the Customer's responsibility to pass on any useful information to the Users concerned.

15.2. ASKR as subcontractor

As part of the use of the Solution by Users and Administrators, ASKR may process personal data as a subcontractor.

● General provisions

ASKR and the Customer undertake, each insofar as it is concerned, to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016).

In the context of the Services, ASKR is required to process personal data. The characteristics of this processing are as follows:

Purpose of the processing of personal data

Provision by ASKR of the Solution enabling the Customer to ask questions and obtain answers in natural language on data extracted from the Customer's databases.

Type of personal data processed

Categories of data subjects

Duration of processing Location of processing

Contract duration France

ASKR subcontractor involved in data processing

- OVH (data hosting)

- Google Translate by Google and DeepL GmbH (third-party translation APIs)

The Customer is the data controller and is responsible for fulfilling its obligations under the aforementioned regulation, in particular with regard to the obligation to inform the persons concerned, to keep a register of the processing carried out and, more generally, to comply with the principles set out in the regulation.

The data supplied by the Customer to ASKR for the purposes of performing the Services remain the sole property and under the sole responsibility of the Customer.

ASKR acts exclusively as a personal data processor.

● ASKR's obligations to the Customer

- Data processing.

ASKR undertakes to process personal data only for the purposes of performing the Services and in accordance with the Customer's documented instructions, including with regard to the transfer of data outside the European Union. ASKR undertakes to inform the Customer if, in its opinion, an instruction constitutes a violation of applicable regulations.

The parties agree to define the notion of instruction as acquired when ASKR acts in the performance of the Contract.

- Data security and confidentiality.

ASKR undertakes to implement appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. ASKR also ensures that persons authorized to process personal data are subject to the obligation to maintain confidentiality.

- Other subcontractors.

ASKR may call upon other subcontractors (hereinafter the "subsequent subcontractor") to carry out specific processing activities (but under no circumstances to subcontract the entire performance of its Services). In this case, it shall inform the Customer in advance and in writing of any changes envisaged concerning the addition or replacement of subsequent subcontractors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the subsequent subcontractor, and the dates of the subcontract. The Customer has 15 (fifteen) days from the date of receipt of this information to present any objections. Subcontracting may only be carried out if the Customer has not raised any objections within the agreed period.

Any subsequent subcontractor is obliged to fulfil ASKR's obligations on behalf of and in accordance with the Customer's instructions. It is ASKR's responsibility to ensure that the subsequent processor presents the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the RGPD. If the subsequent subcontractor fails to meet its data protection obligations, ASKR remains fully liable to the Customer for the other subcontractor's performance of its obligations.

- Provision of information:

ASKR undertakes to respond to any request for information sent to it by the Customer, whether in the context of a request by data subjects to exercise their rights, an impact analysis, or a request submitted by the data protection authorities or the Customer's data protection delegate.

- Notification of personal data breaches:

ASKR undertakes to notify the Customer of any personal data breach as soon as possible after becoming aware of it. In the event that the Customer should itself have to notify such breach to the competent supervisory authority, ASKR undertakes to provide it with all useful information and documentation.

- Data retention :

ASKR undertakes to delete personal data on expiry of the contract, for whatever reason, and not to retain any copies.

- Records and documentation:

ASKR keeps a written register of the processing operations carried out on behalf of its customers. This register also includes information relating to such processing.

ASKR shall make available to the Customer, upon request, all information and documents necessary to demonstrate compliance with its obligations.

16. ACCESS TO SOLUTION SOURCE CODE

ASKR undertakes to become a member of the Agency for the Protection of Programs (hereinafter the "APP") for the duration of the Contract and to deposit (i) the source code of the Solution with the APP (ii) source code updates on an annual basis.

If the Customer wishes to benefit, under the control of the escrow agent, from access to the source code of the Solution in the event of a major failure on the part of ASKR during the term of the Contract, ASKR will submit a quotation to the Customer, which the latter will accept by any appropriate means.

The following are considered to be major failures on the part of ASKR :

- the compulsory liquidation of ASKR, in the absence of any buyer ;

- the serious and definitive failure of ASKR to perform its contractual obligations, resulting in

ASKR's serious and definitive failure to perform its contractual obligations, with the effect of calling into question the operation of the Solution by the Customer, provided that the latter has previously given ASKR formal notice to comply with its contractual obligations, by registered letter with acknowledgement of receipt which has remained without effect for 30 (thirty) days from its receipt.

In the event of access to the source programs, their duplication will be carried out under the sole responsibility of the Customer and at the Customer's expense. The Customer may only use the source programs within the limits of the license granted hereunder.

17. COMMERCIAL REFERENCES

Unless expressly stated otherwise in the Quotation, the parties expressly and mutually authorize each other to use their respective names, trademarks and logos, as well as references to their websites, as commercial references, on any medium and in any form whatsoever, for the duration of the Contract and beyond, for a period of 3 (three) years.

18. CONFIDENTIALITY

Each party undertakes to keep strictly confidential all documents, elements, data and information of the other party of which it may be the recipient. In the case of ASKR, the parties expressly agree that this obligation of confidentiality covers any personal data that ASKR may process for the Customer in the context of the Services. All such information is hereinafter referred to as "Confidential Information".

The party receiving Confidential Information undertakes not to disclose it without the prior consent of the other party, for a period of 5 (five) years from the end of the performance of the Services concerned. It may not pass them on to employees, collaborators, trainees or consultants unless they are bound by the same obligation of confidentiality as that set out herein. This obligation does not extend to documents, elements, data and information:

(i) of which the party receiving them already had knowledge ;

(ii) which are already public at the time of their communication or which would become public without breach of the Contract;

(iii) which would have been lawfully received from a third party;

(iv) the disclosure of which would be required by judicial authorities, in application of laws and regulations or in order to establish a party's rights under the Contract.

19.SUBCONTRACTING

ASKR reserves the right to use subcontractors for related services necessary to fulfill its obligations under the Contract (but in no event to subcontract the entire performance of its Services), which the Customer expressly accepts on the sole condition that ASKR informs the Customer in advance of the terms and conditions of such subcontracting. In such event, ASKR undertakes to ensure that its subcontractors comply with the same contractual obligations to which it is subject under the Contract.

20. SOCIAL REGULATIONS

ASKR declares that it complies with current tax and social legislation, is up to date with the payment of social security contributions and is able to provide proof of compliance with the various obligations applicable in this respect, at the Customer's request. ASKR shall provide the Customer, upon request and as often as necessary, with the following documents until the end of the performance of the Contract:

(i) an identification card proving registration in the Trade Register or an extract from the Trade and Companies Register dated less than 3 (three) months (extract K or KBIS), or equivalent for a foreign company;

(ii) a certificate of provision of social declarations issued by the social security body responsible for collecting the social security contributions incumbent on ASKR;

(iii) a sworn statement to the effect that ASKR has filed all compulsory tax returns with the tax authorities at the date of the statement, and that the work will be carried out by employees who are duly employed under the French Labor Code.

21. FORCE MAJEURE

Neither party shall be held liable for any temporary difficulty or impossibility in performing the present contract due to force majeure, as defined in article 1218 of the French Civil Code. The parties agree that force majeure shall mean events usually recognized as such by French law and courts, as well as strikes, terrorist activities, riots, insurrections, wars, epidemics, natural disasters, as well as any government measures taken in connection with such events, and any default attributable to a third-party telecommunications service provider.

22. TERMINATION FOR DEFAULT

In the event of a breach by either party of its obligations under the Contract, the Contract shall be terminated ipso jure 30 (thirty) days after receipt by the defaulting party of a formal notice, which has remained without effect, by registered letter with acknowledgement of receipt, stating the intention to apply the present clause, without prejudice to any damages which may be claimed from the defaulting party.

23. EFFECT OF TERMINATION OF CONTRACT AND REVERSIBILITY

Upon termination of the Agreement, for any reason whatsoever, the Customer shall immediately cease all use of the Solution and return to ASKR all programs and documents relating thereto.

In the event of termination of the Contract for any reason whatsoever, ASKR undertakes to return to the Customer, at the latter's request within 15 (fifteen) days following notification of termination of the Contract, all data integrated into the Solution, including the Data, and the Usage KPIs, in a standard format that can be read without difficulty.

Upon request, ASKR may proceed with the reversibility of this data in order to enable the Customer, or any service provider of its choice, to resume the services covered by the present Agreement under normal operating conditions ensuring the continuity of said services, on the system selected by the Customer.

ASKR will provide a quotation for all reversibility-related services within a maximum of 3 (three) weeks from the Customer's request.

The Customer undertakes to cooperate actively with ASKR in order to facilitate the recovery of data and information.

It is expressly agreed between the parties that ASKR shall be released from its obligation to provide the reversibility services referred to above until such time as the Customer has paid all invoices issued by ASKR in respect of the performance hereof.

ASKR also undertakes to destroy said data and information and not to keep any copies.

24. MODIFICATIONS

ASKR reserves the right to modify these terms and conditions at any time.

The Customer will be informed of such modifications by any useful written means, including by email at least 2 (two) months before they come into force.

Once in force, the modified terms and conditions will apply from the Subscription renewal date.

If the Customer does not accept the new general terms and conditions, he/she must terminate the Contract in accordance with the terms and conditions set out in the article "Contract duration, termination".

25. ELECTRONIC SIGNATURE

It is understood between the parties that the Contract may be signed by any electronic means, the parties acknowledging the reliability of the process, thus giving it the same legal value as a handwritten signature within the meaning of the law.

26. APPLICABLE LAW AND JURISDICTION

The Contract shall be governed by and construed in accordance with French law.

Any dispute which may arise in connection with its validity, interpretation or performance shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris (France), unless otherwise provided by mandatory procedural rules.