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 (société par actions simplifiée) with share capital of 1,000 euros, trading under the name Scalon, registered with the Paris Trade and Companies Register under number 109 136 069, registered office at 71 bis rue Championnet, 75018 Paris, France, VAT number FR45 109 136 069, 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 terms of purchase of the Client, whatever contrary provisions those may contain and whenever they are communicated. No derogation is enforceable against Scalon without written and express 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 under Article L. 221-3 for professionals employing five or fewer staff, do not apply, the subject matter of the contract falling within the Client's main activity. No right of withdrawal may therefore be exercised.

Article 2 · Definitions

Article 3 · Formation of the contract

3.1. Sequence. The relationship is formed in four stages: (a) a Scoping Call during which the Scope and the Signals are defined jointly; (b) the provision of a Sample; (c) the signature of an Order Form; (d) the Initial Delivery, preceded where applicable by the calibration of the ICP provided for in Article 3.5.

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. An electronic signature is a signature within the meaning of Article 1367 of the French Civil Code; Scalon keeps a time-stamped record of it. A quotation issued by Scalon, referring to these terms and accepted in writing by the Client, constitutes an Order Form; the particulars it does not contain are governed by these terms.

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.

3.5. Calibration of the ICP. Where the Order Form so provides, the ICP it sets out may be refined after signature, jointly by the Parties, through calibration exchanges. Calibration refines the ICP without changing its subject matter, geographic area or the order of magnitude of the estimated volume; any change of that kind falls under Article 6.6. The refined ICP is settled in writing, an email from one Party accepted by the other being sufficient, and then replaces the ICP of the Order Form for the purposes of Article 10.1. Failing that, the ICP of the Order Form alone applies. Calibration suspends the indicative period for the Initial Delivery only if the Parties so agree.

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. The provision of a Sample is subject to the Scoping Call having taken place. Scalon remains free to refuse to produce a Sample, without giving reasons. Only one Sample 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, the restrictions on use in Article 4.4 continue to apply without time limit, and in particular the prohibition on any commercial use of the records in the Sample. Articles 7.3, 8, 9, 14 and 15 apply to the Sample as to a Deliverable.

Article 5 · Nature and performance of the service

5.1. Description. Scalon builds, solely for the Client, a map of the Scope from publicly accessible sources within the meaning of Article 9. The content of the Deliverable is set on the Order Form, either by the list of attributes provided, or by reference to the Sample provided to the Client, which then serves as a specimen of the structure and nature of the attributes of the Deliverable. Unless otherwise agreed, it includes at least the identification data of the business, an assessment of fit with the ICP and the Signals the ICP designates. The justification for 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 or application programming interface (API) made available by Scalon, to which the Client connects from its own systems, under the access, quota and authentication conditions set on the Order Form and those 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. Connection by API. Where the Order Form provides for an API, the Client connects to it and imports the Deliverables into its own systems. Scalon writes to none of the Client's systems, has no access to them, and under no circumstances accesses the Client's pre-existing data, of which it makes no copy, reading or processing. The Client remains solely responsible for configuring its systems, setting its matching rules and the consequences of writing the data into them. Unless expressly stated on the Order Form, Scalon makes no commitment as to the availability of the API; temporary unavailability does not affect the delivery of Updates, which remain available as files.

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 in performing these terms. Given the nature of the sources used, their changing character and the qualitative assessment they involve, no obligation of result may 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 entitles the Client, during the Cycle, to a number of Updates set on the Order Form: four (4) unless stated otherwise, twelve (12) where the Order Form provides for a monthly plan, or one (1). Each Update is delivered upon the Client's written request, sent by email to Scalon's notification address stated on the Order Form, at the time of its choosing during the Cycle; a new request may only be made once the previous one has been delivered. Absent a request, Scalon is under no obligation to deliver or to prompt the Client, and the absence of a request never constitutes a breach by Scalon. Updates not requested before the end of the Cycle are forfeited: they are neither carried over to the next Cycle, nor refunded, nor compensated in any form.

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 receipt of the Client's written request, including where that period expires after the end of the Cycle. Where that delivery takes place after the end of the term, the thirty (30) day period of Article 7.4 runs from that delivery.

6.4. Failure to deliver. If a requested Update is not delivered within the window of Article 6.3, and after formal notice from the Client has remained without effect for fifteen (15) days, the term of the license is extended by three (3) months, or by one (1) month where the Order Form provides for twelve (12) Updates, at no additional cost. This extension is the fixed and exclusive remedy for the failure to deliver, to the exclusion of any refund, credit or compensation. Beyond two (2) requested Updates not delivered within the same Cycle, or three (3) where the Order Form provides for twelve (12), as well as where the single Update of a Cycle comprising only one is not delivered, the Client may terminate as of right under the conditions of Article 12.4. An Update that was not requested can never give rise to the extension or termination provided for in this Article.

6.5. Higher number. A number of Updates 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. The Client no longer receives any Update, other than the one it requested before the end of the term and which is delivered to it under the conditions of Article 6.3, 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 creation, verification and presentation. Any unauthorized substantial extraction or re-use 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 ICP defined on the Order Form. Conformity is assessed against that ICP alone, to the exclusion of any criterion, expectation or use not recorded on the Order Form, and record by record, the presence of non-conforming records not affecting the conformity of the Deliverable as a whole. 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 an established non-conformity reported within the period, Scalon corrects or replaces the records concerned, at its choice, within a reasonable time. This remedy is Scalon's sole and exclusive obligation in respect of the non-conformity, to the exclusion of any other claim.

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 Initial Delivery, the Updates of the Cycle and access to the agreed formats. The Order Form may also provide for set-up fees, invoiced once in the first Cycle, which pay for configuration, scoping and calibration of the ICP. They are not due on renewal and are not refundable, including on termination. No monthly subscription or per-attribute supplement is added to the price.

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. A discount, rebate or refund may be granted. It is enforceable against Scalon only if it appears on the quotation or the Order Form, and applies only to the Cycle it designates, unless otherwise stated. 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. The license is invoiced annually, in full on signature, whatever the number of Updates, together with any set-up fees; each renewed Cycle is invoiced in full on the date it takes effect. Instalments may be agreed on the Order Form; they change neither the term of the Cycle nor the total amount due, and the balance becomes immediately payable in the event of termination for the Client's fault.

11.4. Payment. Invoices are payable by bank transfer within thirty (30) days of their issue date. This period complies with the ceiling 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, 16.2 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 is given at least sixty (60) days before the end of the current Cycle, by registered letter with acknowledgment of receipt or by email sent to the other Party's notice address stated on the Order Form.

12.2.1. Form and proof. Notice is valid only if it is sent in one of the two forms provided for in the preceding paragraph, expressly refers to the Order Form reference and unambiguously expresses the intention not to renew. A message sent to an employee outside the notice address, a mention during a commercial exchange, a request to suspend invoicing or a failure to pay does not constitute notice. The burden of proving the notice and its date lies with the Party relying on it, the date being that of first presentation of the letter or of sending the email. The recipient of a notice by email acknowledges receipt within five (5) business days; failing that, the notice is deemed received on the date it was sent.

12.2.2. Late notice. Notice given after the sixty (60) day period has expired does not end the current Cycle or the renewed Cycle: it takes effect at the end of the renewed Cycle, whose price remains payable in full. The renewed Cycle is invoiced on the date it takes effect 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 ninety (90) days before the end of the current Cycle, i.e. at least thirty (30) days before the notice deadline. If no reminder is sent within that period, and by way of derogation from Article 12.2.2, the Client has an additional 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 those thirty days, 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 of any of its obligations, not remedied within thirty (30) days of written formal notice expressly referring to it, the other Party may terminate as of right, without prejudice to any damages. Serious breaches include failure to pay, breach of Article 7 or Article 14, and, on Scalon's side, failure to deliver requested Updates beyond the threshold set in 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, recruitment or organizational decisions it makes on the basis of the Deliverables. Scalon exercises no control over those decisions and bears none of their consequences.

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 that is publicly available without breach, already lawfully held, independently developed, or whose disclosure is required by law or by a competent authority is not confidential, the Party so compelled informing the other without delay where permitted to do so.

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 same applies to the enrichment of its existing database, which the Client carries out itself from 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 in carrying on a business information activity, 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 portion of the price corresponding to the remaining term of the Cycle then being refunded to the Client.

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 remaining term of the Cycle being refunded to the Client.

Article 17 · Commercial references

17.1. Unless refused in writing at signature or at any later time, the Client authorizes Scalon to cite its name and reproduce its logo as a commercial reference, in its communication materials.

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 was signed. Any new version is notified to the Client at least ninety (90) days before the end of the Cycle and applies from the following renewal; if the Client does not accept it, it has the notice period of Article 12.2, which runs 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 12.4 and 16.3 are given by registered letter with acknowledgment of receipt. Those under Article 12.2 follow the form it provides for.

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