Terms and Conditions of Sale.

These Terms and Conditions of Sale (the “Terms”) define the conditions under which Growthsystemes, a company specializing in artificial-intelligence automation, AI agents and B2B data-engineering services, supplies products and services to professional customers. They automatically apply to all services and products supplied by Growthsystemes and prevail over any contrary or different customer terms, which the Customer expressly waives. No exception is valid without Growthsystemes’ prior written consent. Each accepted order or service agreement replaces any previous agreement concerning the same subject matter.

The Customer acknowledges having received and reviewed these Terms before placing an order, in accordance with Article L.441-1 of the French Commercial Code. Signing and accepting a quotation or order constitutes unconditional acceptance of these Terms. Growthsystemes may amend them at any time; the applicable version is the one in force on the date of the relevant quotation or order.

Because the services are specific in nature, Growthsystemes will prepare a customized quotation for each request. Unless stated otherwise, quotations remain valid for thirty (30) days from issue, after which prices and conditions may be revised. An order becomes firm and final only when Growthsystemes receives the dated and signed quotation and, where applicable, the required deposit. Acceptance of the quotation confirms agreement on the service and forms the contract.

Any requested change to an accepted order must be made in writing. It will only be considered with Growthsystemes’ agreement and, where applicable, after a signed amendment or new quotation and payment of any additional deposit. Growthsystemes may refuse or suspend a new order from a Customer who has not fully paid a previous order or where a dispute concerning an earlier order remains unresolved, without giving rise to compensation.

An order is final once accepted by the Customer through signature of the quotation and payment of any deposit. A Customer wishing to withdraw must notify Growthsystemes promptly in writing. A confirmed order may only be cancelled with Growthsystemes’ express prior agreement, which Growthsystemes may refuse.

If cancellation is accepted after work has begun, Growthsystemes will invoice the work and services performed by the cancellation date. Amounts already paid will remain with Growthsystemes as compensation for work undertaken and costs incurred. Without Growthsystemes’ agreement, the Customer may not cancel a confirmed order.

Growthsystemes’ prices are stated in euros excluding tax. The applicable price is the one shown in the quotation on the order date. VAT at the statutory rate is added, and any change in that rate will be reflected in the final invoice. Unless otherwise stated, prices exclude tax and any incidental expenses.

Growthsystemes may revise its prices, particularly for recurring services, maintenance or subscriptions, and when external conditions materially affect its costs. The Customer will be informed in writing of a price change during an ongoing contract at least thirty (30) days before it takes effect. Where applicable, the Customer may terminate the affected service without penalty during that notice period by written notice before the increase applies.

If a quotation contains an obvious material pricing error, Growthsystemes may correct it after informing the Customer and obtaining agreement. If the Customer does not agree, the order may be cancelled without compensation.

A deposit may be required for each order, in the amount or percentage specified in the quotation. Unless stated otherwise, payment of the deposit is a condition for work to begin. The balance is invoiced under the schedule stated in the quotation, such as on delivery or by milestones. Where no specific term is stated, invoices are payable within thirty (30) days of issue. Early payment gives no entitlement to a discount unless expressly agreed.

Payment may be made by bank transfer or any other method accepted on the invoice and is complete only when funds have cleared. For payment by cheque, clearance constitutes payment.

Where hardware or software is supplied, it remains Growthsystemes’ sole property until full payment of principal and related amounts. Until then, the Customer may not resell, transfer or otherwise dispose of it inconsistently with Growthsystemes’ ownership. Risk nevertheless passes to the Customer on delivery or availability, and the Customer remains responsible for damage from that time.

Under Article L.441-10 of the French Commercial Code, any amount unpaid when due automatically bears interest, without prior notice, at the higher of three (3) times the statutory interest rate or the European Central Bank’s half-year refinancing rate plus ten (10) percentage points. Penalties are calculated for each calendar month begun, from the day after the due date until full payment.

The Customer also automatically owes a fixed recovery fee of forty (40) euros under Articles L.441-10 and D.441-5 of the French Commercial Code. Growthsystemes may claim additional documented recovery costs exceeding that amount.

After a formal notice remains ineffective for fifteen (15) days, Growthsystemes may suspend current services until all overdue sums are paid. Written notice of suspension does not release the Customer from payment. If one instalment under an agreed schedule is missed, the entire outstanding balance becomes immediately payable upon notification. If the breach is not remedied, Growthsystemes may terminate the relevant order or contract and claim damages; amounts already paid remain due to the extent of completed services and loss suffered.

Any delivery or performance times stated by Growthsystemes are estimates. Growthsystemes will use reasonable efforts to meet them, but innovative AI projects depend on numerous factors and the dates do not constitute a guaranteed result. Exceeding an indicative time does not automatically entitle the Customer to penalties, damages or cancellation, particularly where delay is caused by the Customer, a third party or an external event.

Where binding milestones and specific delay penalties have been expressly agreed in a contract or quotation, those penalties are the Customer’s sole remedy for delay attributable to Growthsystemes. Otherwise, the Customer may neither withhold payment nor claim compensation for exceeding a non-guaranteed date.

Unless a specific contract expressly states otherwise, all solutions, developments, tools, source code, AI models, documentation, reports and other intangible deliverables produced by Growthsystemes remain its exclusive intellectual property. Once all sums are paid, the Customer receives a non-exclusive, non-transferable right to use the deliverables solely for its internal business needs and for the contract’s purpose. The Customer acquires no ownership of software, scripts, algorithms or know-how, except for its own data and materials.

Without Growthsystemes’ prior written authorization, the Customer may not reproduce, copy, adapt, modify, translate, distribute or sell any supplied solution or deliverable. It may not reverse-engineer, decompile or disassemble software, tools or AI models, bypass protections, seek source-code access except as mandatorily permitted by law, or remove ownership notices. A breach may result in infringement or unfair-competition proceedings. The Customer guarantees compliance by its employees and authorized subcontractors.

Each Party shall keep strictly confidential all technical, commercial, financial and other confidential information received from the other and shall not disclose it without prior written authorization. Each Party must protect it with at least reasonable care and the same care used for its own sensitive information. Information is not confidential if it becomes public without fault, was already lawfully known, is lawfully received from an unrestricted third party, or must be disclosed by law; where possible, the compelled Party must give advance notice. These duties continue throughout the contract and for three (3) years afterward.

Disclosure must be limited to personnel and subcontractors who need the information to perform the contract, and each Party guarantees their compliance. The affected Party may seek damages and any appropriate protective or injunctive relief for a breach.

Unless the Customer objects expressly in writing before or when the contract is formed, Growthsystemes may reasonably use the Customer’s trade name and logo as a commercial reference, solely to identify the existence of the relationship and without disclosing confidential details. The Customer may later withdraw consent in writing, after which Growthsystemes will cease use within a reasonable period.

Each Party shall comply with applicable personal-data laws, including Regulation (EU) 2016/679 (GDPR) and the amended French Data Protection Act. For services involving personal data, the Customer acts as Controller and Growthsystemes as Processor unless otherwise identified. The Customer must ensure an appropriate legal basis and compliance with data-subject rights.

As Processor, Growthsystemes will process personal data only for the Customer, on documented instructions and solely to perform the agreed services. It will implement appropriate technical and organizational security measures, keep data confidential, refrain from reuse or unauthorized disclosure, and return or delete data at the Customer’s request when the contract ends unless retention is legally required.

Growthsystemes will inform the Customer promptly after becoming aware of a personal-data breach and cooperate so the Customer can make required notifications under Articles 33 and 34 GDPR. The Customer shall provide only necessary data, give required information to data subjects and remain responsible for its Controller obligations. Growthsystemes will forward any rights request it receives directly unless instructed otherwise.

Growthsystemes is subject to a duty of reasonable efforts. It will use the resources, skills and professional care reasonably required to perform the services, but does not guarantee a specific result or perfect suitability of AI-model outputs for an unexpressed need.

If Growthsystemes is held liable, aggregate compensation for all causes over the entire contract is strictly limited to the total amount excluding tax actually paid under the contract or order concerned. Growthsystemes is not liable for indirect, intangible or unforeseeable loss, including loss of revenue, profit, data, reputation, customers or business interruption, even if advised of the possibility.

Growthsystemes is not liable for harm resulting from Customer fault or negligence, inaccurate data, misuse, lack of backup, an uncontrolled third party or force majeure. No liability claim may be brought more than one (1) year after the event causing the loss unless mandatory law provides otherwise. These limitations survive expiration or termination.

The Customer is informed that Growthsystemes’ AI solutions use machine-learning algorithms and statistical models with inherent limitations and uncertainty. Despite reasonable care in training and configuration, they may produce incorrect, biased or unexpected results. Growthsystemes cannot guarantee an absence of bias or fully constant and predictable performance.

The Customer remains solely responsible for using AI outputs. The tools support decisions and tasks but do not replace professional judgment or the Customer’s control, verification and regulatory duties. The Customer must verify relevance and accuracy before acting and bears responsibility for validating AI-generated deliverables or recommendations. Growthsystemes is not liable for consequences of inappropriate use or misinterpretation.

AI systems may evolve and their performance may vary. Growthsystemes will endeavor to notify the Customer of material changes affecting outputs. The Customer shall use solutions according to their documentation and applicable law, shall not misuse them, and shall ensure that end users are appropriately trained. The Customer assumes the risks and responsibilities of decisions based on AI analyses or predictions.

Neither Party is liable for delay or failure caused by an event beyond its reasonable control that could not reasonably have been foreseen when the contract was made and whose effects cannot be avoided by appropriate measures. Examples include natural disasters, fire, pandemics, unforeseeable government action or legal change, war, riots, external strikes, exceptional cyberattacks, failure of an essential supplier, and major telecommunications or electricity outages.

The affected Party must promptly notify the other, preferably in writing, with available information about the event and expected duration. Obligations are suspended for the duration without liability or compensation. The affected Party will mitigate the effects, resume performance as soon as possible and provide updates.

If suspension exceeds two (2) consecutive months, the Parties will discuss continuation in good faith. If no agreement is reached within a reasonable time, and in any event after two months, either Party may terminate the affected order or contract without compensation by registered letter with acknowledgment of receipt. Termination takes effect on first presentation unless stated otherwise. Growthsystemes will refund amounts received for any phase not performed because of force majeure.

These Terms and related contracts are governed by French law. The Parties will seek an amicable resolution of disputes concerning interpretation or performance. Failing settlement within a reasonable time, any business-to-business dispute falls within the exclusive jurisdiction of the Commercial Court of Saint-Denis, Réunion, including urgent proceedings, multiple defendants or third-party claims. This jurisdiction clause benefits Growthsystemes, which may instead choose the court of the Customer’s registered office or another competent court, particularly for payment proceedings.

For Customers outside France, the Parties may jointly agree on arbitration, mediation or another jurisdiction. Without such agreement, French law and the jurisdiction above apply.

If any clause is held invalid or unenforceable, it is severed without affecting the remainder. Failure to enforce a provision does not waive later enforcement. These Terms and the signed quotation or specific contract form the entire agreement and prevail over previous documents and unaccepted Customer terms.

These Terms were established on 5 June 2025. Amendments will be communicated under Article 1. Obligations intended to survive—including confidentiality, intellectual property and liability limitations—remain effective after termination. By initialing and signing the quotation or purchase order, the Customer confirms having read and unconditionally accepted these Terms.