General terms of sale and license

English version, for information only. Scalon is operated by a French company and this document is governed by French law. The French version is the only binding text: in the event of any discrepancy between the two, the French version prevails. It is available at /legal/cgv.

Article 1 · Purpose and contractual documents

1.1. Parties. These terms govern the relationship between The Leading Company, a simplified joint-stock company with share capital of 1,000 euros, trading under the name Scalon, currently being registered with the French Trade and Companies Register, registered office at 71b rue Championnet, 75018 Paris, France, hereinafter "Scalon", and any legal entity having signed an Order Form referring to them, hereinafter "the Client".

1.2. Purpose. These terms set out the conditions under which Scalon grants the Client a license to use a market map built to order, and maintains it for the duration of the license.

1.3. Contractual documents. The contract consists of the following documents, in decreasing order of precedence in the event of conflict: the Order Form signed by the Parties, these General Terms, the Personal data protection policy, then prior written exchanges insofar as they do not contradict any of the documents above.

1.4. Exclusion of the Client's terms. These terms prevail over any general purchasing conditions of the Client, whatever contrary provisions they may contain and whenever they may be communicated. No derogation is enforceable against Scalon without express written acceptance appearing on the Order Form.

1.5. No right of withdrawal. The Client contracts in the course of its main professional activity. The provisions of the French Consumer Code on the right of withdrawal, including the extension provided by Article L. 221-3 for professionals with no more than five employees, do not apply, the subject of the contract falling within the Client's main activity.

Article 2 · Definitions

Article 3 · Formation of the contract

3.1. Sequence. The relationship is formed in four steps: a Scoping Call during which the Scope and the Signals are defined jointly, delivery of a Sample, signature of an Order Form, then the Initial Delivery.

3.2. Status of the Scoping Call. The Scoping Call binds neither Party. What comes out of it acquires contractual value only once carried over to the Order Form.

3.3. Formation. The contract is formed on the date the Order Form is signed by both Parties. Electronic signature constitutes signature within the meaning of Article 1367 of the French Civil Code; Scalon keeps a timestamped record of it.

3.4. Quotations. Any priced proposal is valid for thirty (30) days from issue, unless stated otherwise. After that period it lapses automatically without notice.

Article 4 · Sample

4.1. Purpose. Before any signature, Scalon provides the Client, free of charge, with a Sample of one hundred (100) records built on the Scope defined at the Scoping Call.

4.2. Status. The Sample is not a free trial, a proof of concept or a project phase. It creates no obligation to contract on either Party, gives rise to no additional service, and creates no commitment as to timing.

4.3. Conditions. Provision of a Sample is subject to the Scoping Call having taken place. Scalon remains free to refuse to produce one, without giving reasons. One Sample only is provided per Client, whatever the number of Scopes contemplated.

4.4. Use. The Client may use the Sample to check integration with its system, measure the overlap with its existing database and assess the relevance of the Signals. Any other use, and in particular commercial exploitation of the records, disclosure to a third party or reproduction for competitive benchmarking, is prohibited.

4.5. Where no contract follows. If no Order Form is signed within ninety (90) days of delivery, the Client destroys the Sample in its entirety, including any records it has loaded into its system, and ceases all use. It certifies this in writing at Scalon's request. The retention option provided by Article 7.4 (b) does not apply to the Sample under any circumstances. Articles 7.3, 8, 9, 14 and 15 apply to the Sample as they do to a Deliverable.

Article 5 · Nature and performance of the service

5.1. Description. Scalon builds, for the Client alone, a map of the Scope from publicly accessible sources within the meaning of Article 9. The exact content of the Deliverable, and in particular the list of attributes returned, is set on the Order Form. Unless stated otherwise, it comprises at least the identification data of the business, an assessment of the match with the Scope, and the Signals defined on the Order Form. The justification of the assessment and the origin of the attributes are communicated under the conditions of Article 5.9.

5.2. Human review. Edge cases are reviewed by a person before delivery. That review constitutes a commitment as to method and not a guarantee that no error of assessment occurs.

5.3. Volumes. The number of attributes per record and the number of records in the Scope are set on the Order Form. Absent such a provision, the number of attributes delivered is determined by the nature of the Scope and the availability of sources; no minimum number of attributes or records is guaranteed.

5.4. Formats. Deliverables are provided in the format agreed on the Order Form, among the following and to the exclusion of any other: CSV file, XLSX file, application programming interface (API) made available by Scalon under the access, quota and authentication conditions set on the Order Form, or integration into the Client's sales management system under the conditions of Article 5.5. Files are made available on a secure drop space. A change of format during a Cycle is subject to written agreement and may give rise to additional invoicing. No other means of provision, and in particular no exposure of the Deliverables through a protocol allowing them to be read by a third-party software agent, is included in the license unless expressly stated on the Order Form.

5.5. Integration into the Client's system. Where the Order Form provides for direct integration, the Client provides the necessary technical access and remains solely responsible for the configuration of its system, for the setup of the matching rules and for the consequences of writing data into it. Scalon under no circumstances accesses the Client's pre-existing data and makes no copy, no reading and no processing of it.

5.6. Timing. The timing of the Initial Delivery is indicative and set on the Order Form. Speed of performance is not a determining element of the contract. Exceeding a deadline gives rise to no penalty or indemnity, unless expressly and numerically stated on the Order Form.

5.7. Best-efforts obligation. Scalon is bound by a best-efforts obligation. Given the nature of the sources used, their changeability and the qualitative judgment they involve, no obligation of result can be imposed on it.

5.8. The Client's cooperation. The Client provides a truthful and complete description of its target, its offering and the criteria that matter to it. A Scope poorly framed because of inaccurate or incomplete information provided by the Client is not a breach by Scalon and gives rise to no free rework.

5.9. Traceability. Each Deliverable carries the date of the collection campaign it comes from, and the written justification of the match assessment states the source it derives from. For any other attribute, Scalon communicates to the Client, on written request and within one (1) month, the category of source the attribute comes from and the date on which it was observed. That period is reduced to fifteen (15) business days where the request is prompted by the exercise, against the Client, of a right of access under Article 15 of Regulation (EU) 2016/679, the Client stating that reason in its request. That communication takes place without disclosing the collection method within the meaning of Article 9.2.

Article 6 · Updates

6.1. Principle. The license includes, during the Cycle, a number of Updates set on the Order Form. Unless stated otherwise, that number is four (4), spread quarterly from the Initial Delivery.

6.2. Definition of a delivered Update. An Update is deemed delivered when Scalon provides the Client with a Deliverable that cumulatively meets the following four conditions:

• it comes from a new full sweep of the Scope subsequent to the previous delivery;
• its identification attributes and its Signals have been recalculated across the whole of that Scope;
• it states the records added, removed and changed since the previous delivery;
• it states the date of the collection campaign it comes from.

6.3. Delivery window. Each Update is delivered within thirty (30) days following the end of the quarter it relates to.

6.4. Failure to deliver. If an Update is not delivered within the window of Article 6.3, and after formal notice from the Client has gone unanswered for fifteen (15) days, the term of the license is extended by three (3) months at no additional cost. That extension constitutes the fixed and exclusive remedy for the failure to deliver, to the exclusion of any refund, credit or indemnity. Beyond two (2) Updates not delivered within the same Cycle, the Client may terminate automatically under the conditions of Article 12.4.

6.5. Higher frequency. An Update frequency higher than that of Article 6.1 constitutes a distinct license tier, set on the Order Form and priced accordingly. It cannot under any circumstances be subscribed to as an option invoiced separately from the license.

6.6. Changes to the Scope. Any change to the Scope or the Signals during a Cycle is the subject of an amendment to the Order Form. It may give rise to a price revision and, where applicable, postpones the window of the Update concerned.

Article 7 · License to use

7.1. Grant. Scalon grants the Client, for the duration of the Cycle and for the territory defined on the Order Form, a non-exclusive, non-transferable and non-sublicensable right to use the Deliverables.

7.2. Extent. The right of use is strictly limited to the Client's internal prospecting, qualification and market analysis needs, and to the use of Authorized Users only. The Client remains responsible for their compliance with these terms as for its own.

7.3. Prohibitions. The Client shall not, directly or indirectly, and for all or part of the Deliverables:

• (a) assign, resell, rent, lend, distribute, sublicense, make available or disclose them to a third party, for consideration or free of charge;
• (b) disclose them, in whole or in part, to a person it knows or cannot be unaware carries on an activity competing with Scalon's;
• (c) use them on behalf of or for the benefit of a third party, including a group company not named on the Order Form;
• (d) incorporate them into a product, service, database or dataset intended to be commercialized or made available to third parties;
• (e) use them to train, fine-tune or evaluate an artificial intelligence model, whoever the recipient may be;
• (f) carry out the extraction or re-utilization, qualitatively or quantitatively substantial, of the contents of a Scalon database outside the right granted;
• (g) derive or reconstruct from them the method of construction, the assessment criteria or the collection arrangements, by reverse engineering or by any other means.

7.4. Fate of the Deliverables at the end of the term. Within thirty (30) days following expiry or termination of the contract, the Client destroys the Deliverables as files, exports, backup copies and media, and certifies this in writing at Scalon's request. By exception, the Client keeps the records already loaded into its sales management system before the end of the term, which it may continue to use for its internal needs only. In both cases, the prohibitions of Article 7.3 (a) to (e) survive without time limit, that of Article 7.3 (f) surviving for the statutory term of protection of the database producer's right, and that of Article 7.3 (g) not surviving the end of the term. The Client no longer receives any Update and may not rely on the currency of the data retained.

7.5. No transfer of ownership. The license entails no transfer of ownership. Scalon retains the right to build, for other clients, maps covering identical or neighboring scopes, and to exploit without restriction the data and analyses produced in the course of performing these terms.

Article 8 · Intellectual property

8.1. Ownership. Scalon remains the owner of all intellectual and industrial property rights in the Deliverables, the databases from which they are extracted, the analysis methods, the Signal taxonomies, the assessment models, the scripts, the interfaces and the documentation.

8.2. Database producer's right. Scalon claims the status of producer of the databases built under these terms, within the meaning of Articles L. 341-1 et seq. of the French Intellectual Property Code, having made a substantial financial, material and human investment in their construction, verification and presentation. Any unauthorized substantial extraction or re-utilization engages the Client's liability on that basis, independently of Article 7.

8.3. Trademarks. Nothing in these terms grants any right over the trademarks, names, logos or distinctive signs of either Party.

8.4. Materials provided by the Client. The Client retains ownership of the materials it provides for scoping purposes. It grants Scalon the right to use them solely for the purposes of performing these terms, for the duration of the contract.

Article 9 · Sources and lawfulness of collection

9.1. Nature of the sources. The Deliverables are built from publicly accessible sources, including in particular public and official registries, information published by the businesses themselves, and content made public by third parties about those businesses.

9.2. No disclosure of the method. The method by which the Deliverables are built, the individual sources used, the volumes processed and the technical arrangements for collection constitute confidential know-how of Scalon. They are not communicated to the Client and cannot be raised against it as a breach of any duty to inform, the Client acknowledging that the value of the service lies precisely in that know-how.

9.3. Warranty of lawfulness. Scalon warrants that the collection, processing and provision of the Deliverables are carried out in accordance with applicable regulation, and in particular Regulation (EU) 2016/679, French Act No. 78-17 of 6 January 1978 as amended, and the French Intellectual Property Code.

9.4. Source exclusions. Scalon shall not collect or return, and implements the technical and organizational measures intended to keep out of the Deliverables, any data falling within the special categories of Article 9 GDPR, relating to individuals acting for purposes outside their professional activity, taken from a third party's database and obtained without right, or obtained by unauthorized access to an automated data processing system. Given the automated and large-scale nature of the collection, this provision constitutes a reinforced best-efforts obligation. If data falling within one of those categories is reported to Scalon, Scalon removes it from its systems and informs the Client, who deletes it from theirs, under the conditions and within the period of Article 15.5.

9.5. Responsibility for use. The Client remains solely responsible for the use it makes of the Deliverables, and in particular for compliance with the provisions applicable to commercial prospecting, including Article L. 34-5 of the French Postal and Electronic Communications Code, the rules on telephone prospecting, and the duty to inform under Article 14 GDPR where it falls on the Client under Article 15.4 of these terms.

Article 10 · Warranties and exclusions

10.1. Warranty of conformity. Scalon warrants that the Deliverables substantially conform to the Scope and the Signals defined on the Order Form. Any non-conformity must be reported in writing within thirty (30) days of delivery, failing which the Deliverable is deemed accepted without reservation.

10.2. Remedy. In the event of established non-conformity reported within that period, Scalon proceeds, at its option, to correct or replace the records concerned within a reasonable time. That remedy constitutes Scalon's sole and only obligation in respect of non-conformity.

10.3. Exclusions relating to the data. The Client expressly acknowledges that the data describes the Scope as observed on the date of the collection campaign the Deliverable comes from, Scalon warranting neither its accuracy nor its currency at any later date; that Scalon warrants no exhaustiveness of the Scope, no set of businesses being exhaustively identifiable from public sources; that the match assessment and the Signals proceed from a qualitative judgment exercised on content declared or published by third parties, and constitute neither an on-site check, nor an audit, nor a certification of the business concerned; that Scalon warrants neither the reachability, nor the validity, nor the persistence of the contact details provided; and that Scalon warrants no overlap rate and no novelty rate against the Client's existing database, of which it has no knowledge.

10.5. Exclusion of implied warranties. Subject to mandatory law, the Deliverables are provided as is. Scalon excludes any warranty not expressly stated in these terms, and in particular any warranty of fitness for a particular purpose other than the one defined on the Order Form.

10.6. Reservation. The exclusions and limitations of this Article do not apply in cases of willful misconduct or gross negligence, nor where the law prohibits them. They cannot have the effect of depriving Scalon's essential obligation of its substance within the meaning of Article 1170 of the French Civil Code.

Article 11 · Price, invoicing and payment

11.1. Price. The price of the license is a fixed fee, stated exclusive of tax, set on the Order Form. It covers the whole of the service, including scoping, the Initial Delivery, the Updates of the Cycle and access to the agreed formats. No setup fee, no monthly subscription and no per-attribute surcharge is added to it.

11.2. Floor. The price of the license cannot be lower than two thousand (2,000) euros excluding tax per Cycle.

11.2 bis. Price list and sales conditions. The service being built to order from the Scope and the Signals specific to each Client, it is not subject to a unit price list. The price is established by quotation, from the information provided at the Scoping Call, and fixed on the Order Form. No systematic price reduction, rebate or discount is applied. These terms constitute the sole basis of commercial negotiation within the meaning of Article L. 441-1 of the French Commercial Code and are communicated to any professional buyer who requests them.

11.3. Invoicing. Unless stated otherwise on the Order Form, the license is invoiced in full on signature, and each renewed Cycle is invoiced in full on its effective date. Installments may be agreed on the Order Form; they change neither the duration of the Cycle nor the total amount due, and the balance becomes immediately payable if the contract is terminated through the Client's fault.

11.4. Payment. Invoices are payable by bank transfer within thirty (30) days of their issue date, in accordance with the cap of Article L. 441-10 of the French Commercial Code.

11.5. Late payment. Any late payment automatically triggers, without prior formal notice, penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, together with a fixed collection cost indemnity of forty (40) euros, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, additional compensation being claimable on supporting evidence.

11.6. Suspension. In the event of non-payment of a due invoice and after formal notice has gone unanswered for fifteen (15) days, Scalon may suspend the Updates and access to the Deliverables, without that suspension giving rise to any indemnity or extending the duration of the Cycle.

11.7. No set-off. The Client may not set off or withhold all or part of the price on the grounds of a claim, so long as that claim has not been acknowledged by Scalon or upheld by an enforceable court decision.

11.8. Taxes. Prices are exclusive of VAT and of any applicable tax, which are added at the rate in force. A Client established in another European Union member state and holding a valid intra-community VAT number falls under the reverse charge, and must provide that number before invoicing.

Article 12 · Term, renewal and termination

12.1. Fixed term. The contract is entered into for a Cycle of twelve (12) months from the effective date stated on the Order Form. That term is firm. Other than in the cases provided by Articles 6.4, 12.4 and 16.3, neither Party may end it early, and early termination by the Client gives rise to no refund, the balance of the Cycle remaining payable.

12.2. Automatic renewal. The contract renews automatically for successive periods of twelve (12) months, unless notice of non-renewal is given by registered letter with acknowledgment of receipt at least ninety (90) days before the end of the current Cycle.

12.2.1. Form and proof. Notice of non-renewal is only valid in the form provided in the preceding paragraph. An email, a message sent to a member of staff, a remark made during a commercial exchange or a request to suspend invoicing do not constitute notice. The burden of proving the notice and its date lies with the Party relying on it, the date taken being that of first presentation of the letter.

12.2.2. Late notice. Notice given after the ninety (90) day period has expired does not end the current Cycle or the renewed Cycle: it takes effect at the end of the renewed Cycle, the price of which remains payable in full. The renewed Cycle is invoiced on its effective date and payable under the conditions of Article 11.4.

12.2.3. Renewal reminder. Scalon sends the Client a written reminder of the notice deadline no later than one hundred and twenty (120) days before the end of the current Cycle. Failing a reminder sent within that period, and by way of derogation from Article 12.2.2, the Client has a further period of thirty (30) days from the first day of the renewed Cycle to give notice; the notice then takes effect at the end of the expired Cycle and the renewed Cycle is deemed never to have taken effect. After that thirty-day period, the renewed Cycle is definitively acquired.

12.3. Price revision. Scalon may revise the price at each renewal, provided it informs the Client no later than ninety (90) days before the end of the current Cycle. The Client then has the period of Article 12.2 to give notice. Failing notice, the new price applies to the following Cycle.

12.4. Termination for breach. In the event of a serious breach by either Party, not remedied within thirty (30) days of a written formal notice expressly referring to it, the other Party may terminate automatically, without prejudice to any damages. Serious breaches include in particular: failure to pay, breach of Article 7 or Article 14, and failure to deliver two Updates within the meaning of Article 6.4.

12.5. Termination through the Client's fault. In the event of termination through the Client's fault, sums already paid remain acquired by Scalon and the balance of the current Cycle becomes immediately payable.

12.6. Effects of the end of term. Expiry or termination entails the application of Article 7.4. Articles 7.3, 7.4, 8, 10, 13, 14, 15, 17 and 19 survive the end of the term.

Article 13 · Liability

13.1. Nature. Scalon is bound by a best-efforts obligation. Its liability can only be engaged in the event of proven fault and direct, certain harm resulting from it.

13.2. Cap. Scalon's total aggregate liability, on any grounds whatsoever, is limited to the amount excluding tax actually collected from the Client in respect of the twelve (12) months preceding the triggering event. Where the triggering event relates to a Sample, that cap is set at one hundred (100) euros.

13.3. Exclusions. Scalon is under no circumstances liable for indirect damage, and in particular for loss of revenue, margin, customers, orders, commercial opportunity or data, nor for harm to image or reputation.

13.4. The Client's decisions. The Client remains solely responsible for the commercial, investment, hiring or organizational decisions it takes in light of the Deliverables.

13.5. Reservation. The limitations and exclusions of this Article do not apply in cases of willful misconduct or gross negligence, nor in cases of personal injury, nor where the law prohibits them.

13.6. Insurance. Scalon undertakes to take out and maintain in force, for the entire term of these terms, a professional liability policy covering the financial consequences of its liability under these terms, and to provide evidence of it to the Client on request.

Article 14 · Confidentiality

14.1. Purpose. Each Party shall not disclose the non-public information brought to its attention in connection with these terms. Confidential information includes, on Scalon's side: the prices charged, the methods, the Signal taxonomies, the individual sources, the volumes and the existence of negotiations under way; on the Client's side: its commercial strategy, its offering and the criteria provided at scoping.

14.2. Exceptions. Information is not confidential where it is publicly available without breach, already lawfully held, independently developed, or where disclosure is required by law or by a competent authority.

14.3. Duration. This undertaking takes effect for the duration of the contract and three (3) years after its end.

14.4. No competitive benchmarking. The Client shall not disclose all or part of the Deliverables, including the Sample, to a competitor of Scalon, nor use them for comparative studies intended to be published or communicated to a third party.

Article 15 · Personal data

15.1. Roles. The Parties act as separate and independent controllers. These terms constitute neither processing on behalf of another within the meaning of Article 28 GDPR, nor joint controllership within the meaning of Article 26. No data processing agreement is therefore entered into between the Parties.

15.2. No processing on behalf of the Client. Scalon under no circumstances receives, consults, copies or processes the Client's database. The matching between the Deliverables and the Client's pre-existing data is carried out by the Client, under its sole responsibility, using the matching keys contained in the Deliverables. The Client shall not send Scalon any file containing personal data for which it is the controller; a transfer made in breach of this provision does not reclassify the roles, and Scalon destroys it without using it.

15.3. Processing carried out by Scalon. Scalon processes, as controller, the personal data contained in the Deliverables, on the basis of its legitimate interest within the meaning of Article 6(1)(f) GDPR. The arrangements for that processing are described in the Personal data protection policy, which forms an integral part of the contract.

15.4. The Client's obligations. From the moment a Deliverable is provided, the Client becomes an independent controller of the data it contains. In that capacity, it is for the Client in particular:

• to define a purpose and a legal basis of its own for the processing it carries out;
• to provide the people concerned with the information required by Article 14 GDPR no later than its first communication to them, stating the origin of the data and naming Scalon as the source;
• to obtain, where applicable, the consents required by the regulation applicable to electronic prospecting, and to make sure its telephone prospecting falls within business-to-business prospecting, only prospecting directed at consumers being subject to the prior consent of Articles L. 223-1 et seq. of the French Consumer Code as amended by Act No. 2025-594 of 30 June 2025, applicable from 11 August 2026;
• to handle without delay the requests to exercise rights addressed to it, and to inform Scalon where they concern the accuracy or the origin of a piece of data;
• to keep a record of its processing activities and to comply with the applicable retention periods.

15.5. Opt-out register. Scalon maintains an opt-out register listing the people who have exercised their right to object. People listed in it are removed from the Deliverables, including from later Updates. The Client undertakes, within thirty (30) days of Scalon notifying it, to delete the corresponding data from its own systems and to stop all approaches to those people. The Client acknowledges that compliance with that obligation conditions the lawfulness of its own processing. Failure to comply constitutes a serious breach within the meaning of Article 12.4.

15.6. Mutual indemnity. Each Party indemnifies the other against the consequences of any breach attributable to it under this Article.

15.7. Security and notification. Each Party implements the appropriate technical and organizational measures within the meaning of Article 32 GDPR. Scalon informs the Client without undue delay of any data breach affecting the Deliverables provided to it.

Article 16 · Force majeure

16.1. Neither Party is liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code.

16.2. Performance is suspended for the duration of the force majeure event. If it lasts beyond sixty (60) days, either Party may terminate by written notice, without indemnity, the price then being reduced pro rata to the Updates actually delivered.

16.3. Unavailability of a source. The lasting unavailability or closure of a source used by Scalon, and any substantial change by its publisher to the conditions of access to it, do not constitute force majeure. Where such circumstances make performance of the agreed Scope excessively onerous or technically impossible and no substitute source is reasonably available, the Parties come together, under the conditions of Article 1195 of the French Civil Code, to adapt the Scope, the Signals or the price. Failing agreement within sixty (60) days of the renegotiation request, either Party may terminate by written notice, the portion of the price corresponding to the Updates not delivered being refunded to the Client.

Article 17 · Commercial references

17.1. Unless it gives written refusal at signature or at any later time, the Client authorizes Scalon to cite its name and reproduce its logo as a commercial reference.

17.2. Any publication of a case study containing figures, quotations or elements relating to the Scope is subject to the Client's prior written agreement on the text published.

Article 18 · Miscellaneous

18.1. Assignment. The Client may not assign the contract, in whole or in part, without Scalon's prior written agreement, including in the event of merger, contribution or change of control. Scalon may assign the contract as part of a restructuring or a sale of its business.

18.2. Subcontracting. Scalon may use contractors to perform all or part of the service, under its full and entire responsibility.

18.3. Non-solicitation of staff. Each Party shall not hire or engage any member of the other's staff who has taken part in performing these terms, during the contract and for twelve (12) months after its end, save with written agreement. In the event of breach, the defaulting Party pays an indemnity equal to twelve (12) months of the gross remuneration of the staff member concerned.

18.4. Amendment of these terms. Scalon may amend these general terms. The version applicable to a Cycle in progress is the one in force on the date the Order Form is signed. Any new version is notified to the Client at least one hundred and twenty (120) days before the end of the Cycle and applies from the following renewal; failing acceptance, the Client has the notice period of Article 12.2, running from that notification.

18.5. Partial invalidity. The invalidity or unenforceability of a provision does not affect the others, the Parties undertaking to replace it with a provision of equivalent economic effect.

18.6. No waiver. A Party's failure to rely on a breach does not constitute a waiver of its right to rely on it later.

18.7. Entire agreement. These terms, together with the Order Form and the Personal data protection policy, constitute the entire agreement and supersede any prior exchange on the same subject.

18.8. Notices. Any notice is validly given by email with acknowledgment of receipt, to the addresses stated on the Order Form, or by registered letter. Notices under Articles 12.2, 12.4 and 16.3 are given by registered letter with acknowledgment of receipt.

Article 19 · Governing law and jurisdiction

19.1. These terms are governed by French law, excluding any conflict-of-laws rule and the Vienna Convention on the International Sale of Goods.

19.2. The Parties shall endeavor to resolve any dispute amicably. Failing resolution within thirty (30) days of a written claim, exclusive jurisdiction is granted to the courts of Paris, France, including in the event of multiple defendants, cross-claims or third-party proceedings. The Client, being a merchant, acknowledges that this clause was clearly brought to its attention before the Order Form was signed, and that the Order Form reproduces it.

Appendix · Summary