TERMS AND CONDITIONS OF SERVICES
04/2025

Introduction

The purpose of these general terms and conditions of service provision is to define the terms and conditions under which the company SMART GLOBAL GOVERNANCE, a simplified joint-stock company with a capital of 3,350,535.32 euros, having its registered office at 300 rue du Vallon, 06560 Valbonne, France, registered with the Grasse Trade and Companies Register under number 853 951 556 (hereinafter “SMART GLOBAL”), provides the Client with the Platform and the related Services, in return for full payment of their price.

ARTICLE 1 – DEFINITIONS

The following terms, when the initial letter is capitalized, shall have the meaning defined below, whether used in the singular or plural:

Client: Refers to any professional, natural or legal person, registered with the Trade and Companies Register or any equivalent commercial register, and identified as a customer of SMART GLOBAL in the Quotation.
Contract: Refers to these general terms and conditions together with the Quotation, as well as any annexes and amendments thereto.
Quote: Refers to the document signed by the Parties, whereby the Client subscribes to the Platform and the Services. This document includes a description of the subscribed Services, the conditions for providing the Platform, the pricing conditions, and any other special conditions negotiated between the Parties. The Quotation forms an integral part of the Contract.
Data: Means, in the context of using the Platform, all information, data, or content which may include personal data, communicated, collected, and/or processed by the Client in connection with the use of the Platform.
Platform: Refers to the software platform named “Smart Global Governance” designed for the organization and management of compliance, which is developed and published by SMART GLOBAL and made available to the Client in accordance with the terms of the Quotation and the Contract.
User: Refers to the natural person who benefits from the services provided by the Platform and granted to the Client, who is employed by the Client or by the Client’s subcontractors, and who is authorized to use all or part of the Platform and the Services, regardless of their location or the method of access.

ARTICLE 2 – PROVISION OF THE PLATFORM

2.1. Description of the Platform

The Platform provided by SMART GLOBAL is designed to:

Organize and manage the governance, risk management, and compliance management of the user entity with international and national laws, regulations, repositories, normative standards, and/or certifications.
Enable, depending on the subscribed services, the digitization of existing standards and/or the creation of internal standards.

All services offered by the Platform are hereinafter referred to as the “Services.”

2.2. Modalities of Provision – Accommodation

2.2.1. SaaS Delivery

The Platform is hosted on servers provided to SMART GLOBAL by the hosting provider mentioned in the Quote and is accessible via a web browser at the following address: smartglobal.com.
At the Client’s discretion, SMART GLOBAL offers two types of hosting:
- Shared Hosting: The data servers are shared among several SMART GLOBAL customers.
- Dedicated Hosting: Servers are allocated exclusively to the Client.
Any Data, and in particular any personal data collected and processed through the Platform, will be stored on the hosting provider’s servers.
The host acts as a subcontractor of SMART GLOBAL under applicable personal data protection regulations and operates only on written instructions from SMART GLOBAL. It is not entitled to use the Data for any purpose other than providing technical hosting services and managing databases, under the contractual conditions agreed between the host and SMART GLOBAL, which do not deviate from this article or the aforementioned regulations.
Furthermore, SMART GLOBAL cannot determine the nature of the Data stored by the Client; therefore, the Client must ensure its own regulatory compliance—particularly regarding personal data protection—and guarantee that no third party will claim against SMART GLOBAL in this regard.
SMART GLOBAL undertakes, as part of an obligation of means, to make every effort within its capacity to ensure the availability of the Platform in accordance with the availability rate specified in SMART GLOBAL’s service agreement available at:
https://smartglobalgovernance.com/en/legal-en/sla-en

2.2.2. Provision on the Customer’s Internal Environment (On Premises – Hybrid Cloud)

If the Client opts to have the Platform deployed in its internal environment, the Platform may be installed either on the servers of its chosen hosting provider or on its own servers.
In any event, the Client is solely responsible for the security of the servers on which the Platform is deployed and for the Data stored thereon.
Depending on the Client’s technical constraints, the Platform may be installed via remote access to the Client’s IT facilities or directly on the Client’s premises. The terms and costs related to the installation are specified in the Quote.
Additionally, if the Platform is deployed on the Client’s internal environment (On Premises or Hybrid Cloud), the Client will be solely responsible for backing up the Data and must perform regular incremental and complete backups using suitable and secure backup media.

2.3. Equipment

All costs associated with accessing and using the Platform—whether hardware, software, or internet access expenses—are the sole responsibility of the Client.
The Client is solely responsible for ensuring the proper functioning and adequate security of its information system.

2.4. Use of the Platform

It is expressly agreed that, given the nature and purpose of the Platform, the Client must ensure that its Users act as professionals in their professional activities and agree to use the Platform solely for those purposes.
The use of the Platform by Users is governed by the general terms and conditions of use available at all times on the Platform.
The Platform will be used under the exclusive control, direction, and responsibility of the Client. Consequently, the Client is responsible for, among other measures:
- Implementing all necessary measures to protect its hardware, software packages, and passwords against viruses and intrusions;
- Ensuring compliance with the technical requirements specified in Article 2.2;
- Rectifying any errors made in the use of the Platform; and
- Managing the authentication methods required to access and use the Platform.
The Client shall ensure that no unauthorized person has access to the Platform. If applicable, the Client must delete or update access rights and authorizations from its administrator area on the Platform or notify SMART GLOBAL of such a request.
In the event that a User uses the Platform in violation of the general terms and conditions of use—or if a User fails to comply with these conditions or applicable laws and regulations—SMART GLOBAL reserves the right to suspend or terminate, without prior notice or compensation, all or part of the User’s access to the Platform.
This right may be exercised without prejudice to any other rights or remedies available to SMART GLOBAL for recovering damages resulting from such breaches.

2.5. Smart Colleague

For any subscription to the Platform, the Client is granted limited access to the artificial intelligence system SMART COLLEAGUE, developed by SMART GLOBAL. The key provisions are as follows:

Access Limitation:
The service is limited to 1,000 operations per month. Each operation corresponds to a request sent to SMART COLLEAGUE to perform a specific task (e.g., analysis, generation, prediction), which includes the use of resources like CPU and memory for processing the provided data.
Additional Access Option:
The Client may subscribe to an additional access plan for SMART COLLEAGUE and is invited to contact SMART GLOBAL for further details.
Nature of Service:
The Client acknowledges that when interacting with SMART COLLEAGUE, it interacts with a machine powered by generative AI and not with a human being. SMART GLOBAL does not simulate or imply a human presence.

2.5.1. Data Integration

To use SMART COLLEAGUE, the Client must perform a Data integration (referred to as “Integrated Data”), which is essential for the proper functioning of the service.
Responses to queries are based exclusively on the data integrated as of the date of the query.
The Client is solely responsible for the integration, quality, and completeness of the Data and undertakes to integrate only data it owns or has authorization to use from third parties, in compliance with the general terms and conditions of use of the Platform.

2.5.2. Use of Generated Data

Generated Data:
This refers to the result of processing, classifying, and rationalizing the Integrated Data by the Client, excluding any other data or information.
The Platform does not source information from outside the Client’s IT environment (i.e., no external internet or third-party data are used).
The Client acknowledges that the Generated Data is produced by an AI system that may contain inaccuracies or errors.
As a professional, the Client is solely responsible for interpreting, using, and applying the Generated Data within its professional context, including closely monitoring the quality, reliability, and relevance of the Generated Data.
The Client is solely responsible for any decisions made based on the Generated Data and must use its professional judgment to make informed decisions in line with its objectives and quality standards.

ARTICLE 3 – TECHNICAL SUPPORT AND MAINTENANCE OF THE PLATFORM

Depending on the method of provision chosen by the Client in the Quotation, SMART GLOBAL will provide technical support to Users and maintenance of the Platform under the terms set out in SMART GLOBAL’s service agreement available at: https://smartglobalgovernance.com/en/legal-en/sla-en

In the event of Platform customization, only the standard part of the Platform is covered by the SLA; specific developments for the Client are subject to a separate, optional maintenance contract.
The Client expressly acknowledges and accepts that if the Platform is provided on its internal environment, SMART GLOBAL cannot intervene in any malfunction related to the Client’s own hosting or IT system and will not be liable in this regard.

ARTICLE 4 – OTHER SERVICES

The Parties may, under the specific conditions set out in the Quotation, agree that SMART GLOBAL will provide additional services to the Client, such as:

Training services,
Project management services, or
Specific development services.

ARTICLE 5 – COLLABORATION BETWEEN THE PARTIES

The Parties agree to work closely together, to the best of their abilities and in good faith, to ensure the proper performance of the Contract.
They shall keep each other informed and shall spontaneously share any events, information, or documents that might be useful for the proper use of the Platform and the overall performance of the Contract.
If the Client wishes to conduct an audit of the Platform as part of its compliance measures, that audit must be carried out at the Client’s sole expense and must meet the following conditions:
- (i) The auditor must not be a direct or indirect competitor of SMART GLOBAL.
- (ii) The Client must provide at least fifteen (15) working days’ notice before the audit and notify SMART GLOBAL with details regarding the reasons and scope of the audit.
- (iii) The audit must be conducted at the Client’s expense.
- (iv) The auditor shall only have access to information and documents related to the Platform, excluding source codes and any other information regarding SMART GLOBAL’s products and services.
- (v) The auditor must be bound by a confidentiality obligation at least as strict as that set forth herein.
SMART GLOBAL will designate a qualified contact person for the audit who will be available to the Client free of charge for one working day. Any additional time will be invoiced at a daily rate of 1,200 euros excluding taxes.

ARTICLE 6 – INTELLECTUAL PROPERTY RIGHTS

6.1. Intellectual Property Rights on the Platform

The Client acknowledges and agrees that all rights, title, and interest in and to the Platform (including its architecture, software, databases, Data, and all textual, visual, and multimedia content on or disclosed through the Platform), the Services, the Standards, its documentation, and the names, signs, and logos used on the Platform and/or by SMART GLOBAL (collectively, the “Protected Elements”) are protected by intellectual property rights worldwide and belong exclusively to SMART GLOBAL or to third parties who have authorized SMART GLOBAL to use them.
This Agreement does not confer on the Client any rights or interests in the Protected Elements except for a limited right to access and use the Platform and Services as set forth herein.
Subject to full payment of the sums specified in the Quotation, SMART GLOBAL grants the Client a non-exclusive, non-assignable, and non-transferable licence to access and use the Platform and the subscribed Services for the duration of the Contract, worldwide, solely for its professional needs, with the right to sublicense such access under the same conditions.
The Client agrees not to use the Platform and Services beyond the limits set by the Agreement and further agrees not to:
1. Decompile, disassemble, reverse engineer, or otherwise attempt to obtain the source code of the Platform and/or Services, in whole or in part;
2. Create derivative works, adapt, modify, or translate the Platform and/or Services, in whole or in part, or allow any part of them to be incorporated into other works;
3. Rent, sublicense, sell, loan, or transfer the Platform, Protected Elements, and/or Services to any third party, or permit any third party to access or use them without the prior written consent of SMART GLOBAL.
Any representation, reproduction, or use of SMART GLOBAL’s distinctive signs, in whole or in part, is strictly prohibited without prior express written authorization.

6.2. Intellectual Property Rights to the Data

The Data integrated by Users on the Platform remains the property of the Client.
The Client grants SMART GLOBAL the right to use the Data:
- (i) For the purposes of organizing, managing, maintaining, and supporting the Platform;
- (ii) Provided that any personal data contained therein has been previously anonymised, to improve the functions and performance of the Platform.
As an exception, if the Client activates automatic control of its subcontracted organisations on the Platform, SMART GLOBAL may contact these organisations to assist them in their compliance processes and possibly offer them the opportunity to subscribe to its Services.
The Client shall indemnify SMART GLOBAL against any claim or action by third parties relating to the Data and any associated intellectual property rights.
Regarding the Integrated Data, the Client undertakes, as the owner of such Data and as a user of a generative AI system, to comply with all applicable regulations, including those arising from the European Artificial Intelligence Act. In particular, without limiting the generality of the foregoing, the Client:
- Agrees not to spread disinformation by refraining from disseminating false or misleading information;
- Ensures that the Data does not include information with discriminatory biases;
- Provides transparency regarding its use of a generative AI system;
- Promotes equity and diversity by striving to ensure that the Generated Data is fair and representative of diverse perspectives;
- Regularly monitors and evaluates the impact of using a generative AI system on its Users and its business.
The Client also indemnifies SMART GLOBAL against any claim by third parties relating to the Data, image rights, or any associated intellectual property rights.

ARTICLE 7 – FINANCIAL CONDITIONS

7.1. Price

The subscription price for the Platform is specified in the Quotation or according to the applicable price list on the date of subscription, expressed in euros excluding taxes. If applicable, VAT will be added at the prevailing rate on the invoice date.
The rates are set in the Quotation based on the duration of the commitment. If the Client receives a commercial discount in exchange for a long-term commitment, it acknowledges that the full subscription amount for the agreed period will become due in the event of early termination. Additionally, as compensation, SMART GLOBAL will invoice the Client for the amount of the discount granted over the entire commitment period.
The applicable rates depend on the number of the Client’s employees. Therefore, the Client undertakes to declare the number of employees no later than one month before the renewal expiry date of the Contract, unless the number falls within the maximum bracket defined in the price list.
If the Client is a group of companies, it may designate only those subsidiaries that will benefit from the subscription; in this case, the number of employees will be the total from the designated subsidiaries rather than the entire group.
Any excess usage beyond the subscription will be invoiced separately, particularly when using “Time Credit,” which applies to specific services defined in the Quotation or price list. Time Credit corresponds to the number of days required for integration, training, SSO implementation, data import, technical support, automation, and the maturity plan.
Similarly, the cost for hosting will be invoiced separately.
Any expenses incurred by SMART GLOBAL for the Client’s specific needs (e.g., travel or on-site meetings) will be invoiced additionally.

7.2. Price Revision

Every year on January 1st, SMART GLOBAL will revise the price based on the evolution of the SYNTEC index, with a guaranteed minimum adjustment of 5% of the pre-tax amount paid by the Client in the previous year.
The benchmark for this revision will be the latest SYNTEC index published on the revision date compared to the index in force at the time the Quotation was signed.
Should one of the indices be discontinued, the Parties will consult to determine one or more new indices to maintain an equivalent adjustment formula.
The revised price is determined by multiplying the original (or last revised) price by the ratio of the latest SYNTEC index to the index in force at the previous revision. If the result is less than a 5% increase, then the index is set at 5%.
The SYNTEC index is published at: https://www.syntec.fr/indicateurs/indice-syntec/.

7.3. Terms of Payment

Unless otherwise stated in the Quotation, the price is payable annually in arrears.
Invoices must be paid within thirty (30) days from the invoice date by bank transfer, and the Client expressly agrees to receive invoices by email.
Any late payment will incur a late payment penalty calculated at three (3) times the legal interest rate, without the need for a reminder, plus a fixed compensation of forty (40) euros to cover collection costs.
Additionally, SMART GLOBAL reserves the right to suspend User access to the Platform if full payment is not received within five (5) working days after a formal notice to pay sent by registered mail with acknowledgment of receipt.

ARTICLE 8 – DURATION AND TERMINATION

8.1. Duration of the Agreement

The Contract is effective from the date the Quote is signed for a period not less than three (3) years, as indicated in the Quote.
It will be tacitly renewed for successive periods of three (3) years unless terminated by either Party by registered mail with acknowledgment of receipt at least six (6) months before the end of the current term.
During the notice period, SMART GLOBAL will maintain the Platform in the same operational condition and correct any anomalies identified by the Client. However, the Client expressly acknowledges and accepts that no updates or functional developments of the Platform will be provided during the notice period.

8.2. Termination of the Agreement

If either Party breaches any of its contractual obligations, the other Party may terminate the Contract by operation of law, without further formality, after sending a formal notice by registered mail with acknowledgment of receipt that remains wholly or partially ineffective for a period of thirty (30) days.
Termination takes effect immediately and without prejudice to any damages the non-breaching Party may claim.

8.3. Consequences of Expiration and/or Termination of the Agreement

Amounts paid by the Client prior to the expiration or termination of the Agreement shall remain with SMART GLOBAL.
Upon expiration or termination, all outstanding amounts due from the Client become immediately payable.
The Client must immediately cease all use of the Platform.
In the case of SaaS mode provision, the Client will be invited, during the notice period following termination, to export the Data directly from the Platform according to the prescribed procedure.
After termination, SMART GLOBAL will return all Data to the Client in a format readable by current market software within thirty (30) calendar days upon request. Any technical or operational assistance in recovering the Data will be subject to a separate quote.

ARTICLE 9 – GUARANTEES

Warranty and Representation:
SMART GLOBAL represents and warrants that it possesses all rights, titles, licenses, and authorizations necessary to enter into the Agreement. SMART GLOBAL guarantees that the provided Platform complies with the state of the art and all applicable laws and regulations in force on the date of the Contract, does not violate any applicable law, and does not infringe the rights of third parties, including intellectual property rights.
Infringement Claims:
SMART GLOBAL further represents and warrants that it holds all necessary intellectual property rights for the purposes of this Agreement and indemnifies the Client against any claim or action for infringement relating to the Platform, provided that the Client (i) promptly notifies SMART GLOBAL of such claim or action, (ii) allows SMART GLOBAL to defend or settle the claim on its own, and (iii) provides all necessary assistance in the defense or resolution of the dispute.
In the defense or resolution of any such dispute, SMART GLOBAL may, at its sole discretion, (i) secure the right for the Client to continue using the Platform, (ii) modify or replace the infringing elements so that they no longer infringe third-party rights, or (iii) terminate the Contract and reimburse the Client proportionally to the price paid under the Quote up to that date.
Warranty Limitations:
SMART GLOBAL does not grant any other express or implied warranty regarding the continuity, performance, or durability of the Platform, its suitability for any particular purpose, or its fitness for the Client’s needs, nor does it guarantee that the Platform is free from anomalies, errors, or bugs or that it will operate without interruption.
The Platform is provided “as is” and as available.
SaaS Security Measures:
When the Platform is provided in SaaS mode, SMART GLOBAL undertakes to make every effort to ensure the integrity of the network and servers against external malicious acts or known cyberattacks.
The servers are protected by a firewall, and security updates for operating systems and antivirus software are installed regularly. However, access to the Platform implies the Client’s acceptance of the characteristics and limitations of the Internet (e.g., technical performance, response times, risks of interruption, potential data misappropriation, or virus contamination).
AI-generated Content and Data Accuracy:
SMART GLOBAL does not provide any warranty regarding content generated by the AI system made available to the Client and shall not be liable for any erroneous information generated in this manner.
Likewise, SMART GLOBAL does not guarantee the accuracy, completeness, timeliness, or quality of the Data on the Platform.
The Client is solely responsible for the integrity, accuracy, and quality of the Data integrated and disseminated by its Users and must ensure that the Data is free of viruses or any other harmful components.

ARTICLE 10 – LIMITATION OF LIABILITY

By express agreement, SMART GLOBAL is only required to use reasonable efforts in providing the Platform and the Services to the Client.
The Client expressly acknowledges that it has received all necessary information from SMART GLOBAL to assess the suitability of the Platform for its needs and to take all appropriate precautions for its implementation.
SMART GLOBAL will not be liable for:
- Any claims or actions resulting from unauthorized use of the Platform or any non-compliance with the usage conditions set forth in the Agreement.
- Its own content, excluding that generated by artificial intelligence, and for its own system configurations; it will not be liable for any modifications to the Platform’s operating procedures or content.
- Any indirect damages suffered by the Client, including but not limited to loss of profit, loss of business goodwill, commercial disruption, or damage to reputation arising from the use of the Platform or the Services.
The Client expressly acknowledges that the use of the Platform is at its own risk, and no oral or written advice obtained from SMART GLOBAL or its Users creates any additional warranty not expressly provided in the Contract.
In any event, if SMART GLOBAL is held liable due to proven fault, its total cumulative liability for all causes shall be limited to the direct and foreseeable damage suffered by the Client and shall not exceed the total amounts paid by the Client in the twelve (12) months preceding the event causing liability.

ARTICLE 11 – OUTSOURCING

SMART GLOBAL may freely engage subcontractors to provide all or part of the Services subscribed to by the Client.
If deemed necessary by either SMART GLOBAL or the Client, SMART GLOBAL will directly connect the Client with the relevant service provider.
The Client may then choose to engage SMART GLOBAL to implement and monitor the service on its behalf.
It is expressly stated that if SMART GLOBAL is held liable due to a fault committed by a subcontractor, SMART GLOBAL reserves the right to seek indemnification from that subcontractor.

ARTICLE 12 – INSURANCE

Each Party agrees to obtain civil liability insurance from a solvent insurer and to maintain such insurance throughout the duration of the Contract to cover the risks associated with the performance of the Contract and any resulting damages.
Upon request by the other Party, each Party must provide evidence of such insurance.

ARTICLE 13 – CONFIDENTIALITY

The Contract and all its terms, as well as all information, data, and documents provided by one Party to the other for the purposes of the Contract (whether orally, in writing, or electronically), including but not limited to activity reports, mission orders, software, processes, methods, formulas, concepts, industrial strategies, marketing plans, trademarks, or know-how (collectively, “Confidential Information”), are considered confidential.
Each Party agrees to:
- Protect and treat in strict confidence all Confidential Information received from the other Party.
- Not disclose, directly or indirectly, the nature or content of such Confidential Information to any third party without the prior written consent of the disclosing Party.
- Use the Confidential Information solely for the purpose of performing the Services under the Contract.
- Not copy, reproduce, or duplicate the Confidential Information for any purposes unrelated to the Services or the performance of the Contract.
- Ensure the integrity and security of the Confidential Information entrusted to it.
This confidentiality obligation does not apply to information that:
- (i) Is or becomes public without breach of this Agreement;
- (ii) Is lawfully received from a third party without breach of any confidentiality obligation; or
- (iii) Was already in the possession of the receiving Party prior to disclosure.
If the receiving Party is compelled by law, regulation, or a judicial decision to disclose any Confidential Information, it shall promptly notify the disclosing Party to allow the latter to take appropriate measures to safeguard its Confidential Information.
The Confidential Information remains the property of the disclosing Party, and its transmission does not confer any rights or interests to the receiving Party except as provided in the Contract.
The Parties agree to return or destroy all documents containing Confidential Information upon request and no later than the termination or expiration of the Contract.
This confidentiality provision shall survive the termination or expiration of the Contract.

ARTICLE 14 – PROTECTION OF PERSONAL DATA

The Parties agree to comply at all times with applicable data protection regulations, including Regulation (EU) No. 2016/679 (GDPR) and Law No. 78-17 of 6 January 1978 as amended (the “Data Protection Act”).
In cases where hosting is performed outside of a subcontracting arrangement, SMART GLOBAL does not act as a data processor for the hosted Data.
The Parties agree to implement and maintain appropriate security and confidentiality measures to protect personal data against destruction, loss, alteration, or unauthorized disclosure and to ensure the restoration of data availability and access within an appropriate timeframe in the event of a physical or technical incident.
They shall also establish procedures to regularly test, analyze, and evaluate the effectiveness of these measures.
For further information on personal data protection rules published by SMART GLOBAL, the Client is invited to consult the SMART GLOBAL Privacy Policy available at:
https://smartglobalgovernance.com/en/legal-en/legal-information-privacy-policy-en

ARTICLE 15 – FORCE MAJEURE

The Parties shall not be held liable for any failure or delay in performing any of their obligations under this Agreement if such failure or delay is due to a case of force majeure, as defined by Article 1218 of the Civil Code.
During the force majeure event, the affected Party’s performance of its obligations will be suspended.
Nevertheless, the affected Party shall make every effort to avoid, eliminate, or reduce the delay and resume performance as soon as the event ceases.
If the force majeure event lasts more than one (1) month, either Party may terminate the Contract.

ARTICLE 16 – NON-COMPETITION

For the duration of the Contract and for a period of one (1) year following its expiry or termination, the Client agrees not to develop, have developed, or market, on its behalf or on behalf of third parties, any software that competes directly or indirectly with the Platform or the Services, either in France or abroad.
For reasons of confidentiality, trade secret protection, and to prevent conflicts of interest and corruption, the Client also agrees not to recruit consultants who are employees or service providers of a competing company, nor to engage such individuals for project management, integration, configuration, installation, or monitoring of the Solution, without prior notification to SMART GLOBAL.
In the event of non-compliance with this commitment, the Client shall, by operation of law and without prior notice, be liable to SMART GLOBAL for a fixed penalty of €50,000 (fifty thousand euros), without prejudice to any other rights or remedies available to SMART GLOBAL to obtain compensation for damages incurred.

ARTICLE 17 – REFERENCES

SMART GLOBAL is authorized to use the Client’s name, trademark, and logo for commercial reference purposes, including on its website or other media.
Likewise, the Client may use SMART GLOBAL’s name, brand, and logo for commercial reference, except in cases of Contract termination for any reason.

ARTICLE 18 – MISCELLANEOUS PROVISIONS

18.1. Independence of the Parties

The Parties acknowledge that they are and will remain independent partners throughout the term of the Contract.
The Contract does not confer upon either Party the status of agent or representative of the other.
Neither Party has the authority to bind the other or sign on its behalf, and each is solely responsible for its own business risks.
Neither Party shall be liable for the actions or omissions of the other or of its employees during the performance of the Services.

18.2. Entirety

The Contract, together with each Quotation, constitutes the entire agreement between the Parties and supersedes all prior proposals, communications, or agreements—whether written or oral—related to the subject matter of the Contract.
In the event of any conflict between the Contract and any Quotation, the provisions of the Quotation shall prevail.

18.3. Modification of the Agreement

SMART GLOBAL reserves the right to change the terms of the Agreement at any time without prior notice.
The Contract applicable to the Client will be the version in force on the date of the Quotation.

18.4. Divisibility

If any provision of the Contract is held to be invalid or declared invalid by a competent court, the remaining provisions shall continue in full force and effect.
The Parties agree to negotiate in good faith to replace the invalid provision with a valid one that reflects the original intent of the Contract.

18.5. Tolerance – Non-waiver

Any tolerance or waiver by either Party in enforcing any part of the Contract, regardless of its frequency or duration, shall not constitute a modification of the Contract or confer any right whatsoever.

18.6. Notifications

Unless otherwise provided herein, the Parties agree that communications between them may be conducted by any means, including email.
A printed copy of an email is considered valid proof of its content.
The Parties shall implement all necessary security measures to ensure the availability, integrity, and confidentiality of email communications, including firewalls and regularly updated antivirus software, and will securely archive all related messages.

18.7. Election of Address

For the purposes of this Agreement, each Party elects to receive communications at its registered office as listed at the beginning of the Contract.

18.8. Electronic Signature

If applicable, each Party irrevocably agrees to use the electronic signature procedure provided by SMART GLOBAL on its designated platform.

ARTICLE 19 – APPLICABLE LAW AND JURISDICTION

The Contract is governed by French law, excluding any other legislation.
In the event that this Agreement is drafted in multiple languages, only the French version shall be authoritative.
The Parties agree to make every effort to settle any dispute arising from the performance of the Contract amicably; failing which, the dispute shall be submitted to the competent courts of Grasse.

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TERMS AND CONDITIONS OF SERVICES04/2025