Terms of Sale

Last updated: a completer : date de publication

These Terms of Sale (the "Terms") govern the purchase and billing of subscriptions to the Reponse service. They are separate from the Terms of Use, which govern use of the service itself, and from the Privacy Policy.

**Provider** Shmore, a French simplified joint-stock company (société par actions simplifiée) with share capital of EUR 1,000, registered office at 26 Thubert, 44118 La Chevrolière, France, registered with the Paris Trade and Companies Register under number 978 743 013. a verifier : coherence siege et RCS (the stated registered office is in Loire-Atlantique while the stated register is Paris) VAT identification number: a completer : numero de TVA intracommunautaire Publication director: a completer : nom du directeur de la publication Telephone: a completer : telephone Sales and billing contact: hello@reponse.ai Support: support@reponse.ai

Referred to below as "Shmore", "we" or the "Provider". The service is marketed under the Reponse brand at reponse.ai.

1. Purpose and scope

1.1. These Terms set out the conditions under which the Provider sells the Customer a right of access to the Reponse service, on a subscription basis, together with the related billing, payment, term and termination conditions.

1.2. The service is primarily offered to professionals: online merchants, brands and agencies. The website is nonetheless accessible to anyone. Where a rule specifically protects consumers under the French Consumer Code, this is flagged in the text.

1.3. Placing an order for a subscription constitutes unreserved acceptance of the Terms in force on the order date. The Customer represents that it has authority to contract on behalf of the entity it represents.

1.4. These Terms prevail over any conflicting document of the Customer, including its general purchasing conditions, absent a written agreement signed by the Provider. The Provider's failure to enforce a provision is not a waiver of that provision.

1.5. Where the parties have signed a framework agreement, an order form or a specific contract, that document prevails over these Terms solely as to expressly conflicting provisions.

1.6. **Basis of commercial negotiation.** In accordance with article L. 441-1 of the French Commercial Code, these Terms constitute the sole basis of commercial negotiation. They are published on the website and communicated to any business purchaser of services that requests them for its business activity, by email to hello@reponse.ai.

2. Definitions

**Customer**: the individual or legal entity subscribing to the service. **User**: any person authorised by the Customer to access the service from a Customer workspace. **Workspace**: the environment in which the Customer operates the service, typically tied to a store. a valider : niveau reel de cloisonnement technique entre espaces de travail **End Customer**: the Customer's own customer, meaning the person whose data the Customer processes through the service (visitor, buyer, email recipient). **Service**: the Reponse Customer Experience suite, its features, API, MCP server, integrations and documentation. **Offer** or **Plan**: the set of features and limits attached to a subscription tier, as described on the pricing page. The two terms are equivalent in these Terms. **Customer Content**: the data, text, files, catalogues, orders, conversations and settings imported or generated by the Customer or its Users in the service. **Pricing page**: the public page on reponse.ai listing the plans and their prices. **Subscription period**: the monthly or annual period covered by the current invoice.

3. Description of the plans

3.1. The service is a Customer Experience suite for Shopify merchants and e-commerce websites. It includes in particular: human live chat and an AI agent, tickets and a shared inbox, customer reviews, loyalty and referral, contact CRM, transactional emails, catalogue and orders, an API and an MCP server.

3.2. A free plan is offered. It gives access to the service within the limits set out on the pricing page, with no commitment as to term. a valider : aucune carte bancaire demandee a l'inscription sur l'offre gratuite The free plan is provided as is. The Provider may change it, change its limits or discontinue it, on reasonable prior notice sent by email to the affected Customers, with no compensation due.

3.3. Paid plans are sold as subscriptions, billed monthly or annually. Features, included allowances, any usage-based overages and prices are set out on the pricing page, which forms an integral part of these Terms. a valider : existence d'une facturation a l'usage et de compteurs de consommation Where marketing material conflicts with the pricing page, the pricing page prevails.

3.4. The Provider develops the service continuously. It may add, change or remove features. Where a substantial feature included in the subscribed plan is removed during a period, the Customer may terminate under section 12.4.

3.5. Some features rely on third-party services activated at the Customer's request (for example Shopify, Klaviyo, Notion, TikTok Shop). Their availability depends on the relevant third party and on the Customer's own subscription with that third party. The Provider is not liable for the interruption, modification or removal of a third-party interface.

3.6. **Trial period.** a valider : existence d'une periode d'essai sur les offres payantes, sa duree et ses conditions de conversion Absent a trial period, access to paid features requires a paid subscription, the free plan remaining available with no time limit. Where a trial period is offered, its duration, its starting point and the conditions of its conversion into a paid subscription are notified to the Customer at the time of subscription, and the Customer is informed by email before the first collection, within a completer : delai d'information avant conversion d'un essai en abonnement payant.

4. Orders and formation of the contract

4.1. Orders are placed online from the website or from the Customer's workspace, by selecting a plan, a billing frequency and, where applicable, a number of billable units. a valider : existence d'unites facturables, sieges, utilisateurs ou agents

4.2. **Electronic ordering process.** In accordance with article 1127-2 of the French Civil Code, before any confirmation the Customer is shown a detailed summary of its order stating the selected plan, the total price, the billing frequency and applicable taxes. It may identify and correct any errors before confirming. The order is formed only by an explicit confirmation from the Customer, the confirmation button bearing the wording "order with obligation to pay" or an equivalent, unambiguous wording. Payment confirmation constitutes acceptance of the order and of these Terms. a valider : presence effective dans le tunnel de souscription d'un recapitulatif, d'une faculte de correction et du libelle de bouton exige par l'article 1127-2 du code civil

4.3. The contract is formed when the Provider confirms the subscription, evidenced by activation of the plan and by a confirmation email. a valider : envoi systematique d'un email de confirmation de commande For the free plan, the contract is formed when the workspace is created.

4.4. The Provider may refuse or cancel an order in the event of a prior payment dispute, suspected fraud, use contrary to section 15, or technical inability to supply the service. In that case, any amounts already collected for the refused order are refunded.

4.5. Invoices are issued electronically and made available to the Customer in its billing area. a valider : existence d'un espace de facturation en libre service, portail Stripe ou interface produit The Customer accepts electronic invoicing.

4.6. **Changing the subscription during a period.** The Customer may request an upgrade or a downgrade and, where applicable, the addition or removal of billable units. a valider : modalites reelles de changement d'offre en cours de periode, prise d'effet, proratisation et remboursement eventuel Absent a specific validated rule published on the pricing page, an upgrade takes effect on request, with the price difference calculated pro rata for the current period, and a downgrade takes effect at the end of the current period, with no refund of the period already paid.

5. Prices, currencies and taxes

5.1. The applicable prices are those displayed on the pricing page on the order date, or those set out in a valid quote signed by the parties.

5.2. Prices are stated exclusive of tax as regards business Customers. Prices applicable to a consumer Customer are displayed inclusive of all taxes, in accordance with article L. 112-1 of the French Consumer Code. The billing currency is set at subscription and cannot be changed during a subscription without a new subscription. a valider : devises de facturation et devise affichee selon la version du site

5.3. Value added tax or any equivalent tax is added at the applicable rate, depending on the Customer's country and tax status. A business Customer established in the European Union outside France provides a valid VAT identification number, in which case the reverse charge applies. Absent a valid number, French VAT is charged. A business Customer established outside the European Union is invoiced without French tax and remains responsible for any taxes due in its own country. For a consumer Customer established outside France, the applicable tax is that of its country of residence. a valider : regime de TVA pour les clients etablis hors de l'Union europeenne et recours eventuel au guichet unique The Customer is responsible for the accuracy of the tax information it declares, including its country of establishment, and bears any reassessment resulting from an inaccurate declaration.

5.4. Any withholding taxes, local taxes or bank charges remain the Customer's responsibility, so that the Provider receives the net contractual amount.

5.5. Where a plan includes usage billed above an included allowance, that usage is measured by the Provider's meters, which are conclusive between the parties absent manifest error, and is billed in arrears at the published rate. a valider : existence d'une facturation a l'usage et de compteurs de consommation

5.6. **Early payment discount.** No discount is granted for early payment, as permitted by article L. 441-1 of the French Commercial Code.

5.7. **Usage caps and alerts.** Where usage-based billing applies, the Provider informs the Customer by email before any significant additional charge, and the Customer may request a cap on, or suspension of, the usage concerned by email to hello@reponse.ai. a valider : existence d'un mecanisme d'alerte avant facturation supplementaire, d'un plafond de consommation et d'une faculte de blocage par le Client

6. Payment terms

6.1. Payments are processed by Stripe. The Customer enters its payment details directly with Stripe, which collects and stores them in its capacity as payment service provider. a valider : aucune donnee complete de carte bancaire n'est stockee par l'Editeur, a confirmer techniquement

6.2. By subscribing, the Customer authorises automatic collection, on each due date, of the amounts due for the subscription and, where applicable, for usage-based charges.

6.3. Monthly subscriptions are payable in advance on the monthly anniversary of the subscription. Annual subscriptions are payable in advance in a single instalment for twelve months, unless otherwise agreed in writing.

6.4. The Customer keeps a valid payment method on file throughout the subscription. If a collection fails, the Provider may re-present the payment.

6.5. Payments made by the Customer's own end customers in the course of the Customer's sales are outside the scope of these Terms. They are governed by the contract between the Customer and its payment provider.

6.6. Any invoice dispute must be sent to hello@reponse.ai within thirty days of issue, with the reason. After that period, the invoice is deemed accepted. A dispute does not suspend payment of undisputed amounts.

7. Term and automatic renewal

7.1. The subscription is entered into for the term selected at the time of the order: one month or one year.

7.2. At the end of each period, the subscription renews automatically for a further period of the same length, unless terminated as set out below.

7.3. The Customer may stop renewal at any time from its billing area a valider : existence d'un espace de facturation en libre service, portail Stripe ou interface produit, or by email to hello@reponse.ai. For a monthly subscription, the request takes effect at the end of the current monthly period if made at least twenty-four hours before the renewal date. For an annual subscription, the request takes effect at the end of the current annual period if made at least thirty days before the renewal date. a valider : preavis de non reconduction, 24 heures en mensuel et 30 jours en annuel

7.4. Termination takes effect at the end of the paid period. No pro rata refund is due for the current period, subject to section 11 and to termination for the Provider's breach under section 12.4.

7.5. For a consumer or non-professional Customer, article L. 215-1 of the French Consumer Code requires notice of the right not to renew, sent no earlier than three months and no later than one month before the renewal date. a valider : mise en place de l'email legal de reconduction si des consommateurs sont acceptes

7.6. **Termination by electronic means.** In accordance with article L. 215-1-1 of the French Consumer Code, a consumer or non-professional Customer that subscribed by electronic means may terminate its contract by the same means, through a function that is permanently, directly and easily accessible from its area, with no step required other than confirming the request. a valider : mise en place effective de la fonctionnalite de resiliation en ligne dite en trois clics, obligatoire des lors que des consommateurs peuvent souscrire par voie electronique

8. Changes to prices and to these Terms

8.1. The Provider may change its prices. Changes are notified to the Customer by email at least thirty days before they take effect. a valider : preavis de 30 jours

8.2. The new price applies from the subscription period following expiry of the notice. A Customer that does not accept the increase may terminate at no cost, effective at the end of the current period, by informing the Provider before the new price takes effect.

8.3. Prices for an annual period already paid are not changed during that period.

8.4. The Provider may amend these Terms. Amendments are published on the website and, where substantial, notified by email at least thirty days before they take effect. Continued use of the service after they take effect constitutes acceptance. That tacit acceptance has no effect as regards a consumer or non-professional Customer, whose express consent is required for any substantial amendment, failing which that Customer keeps the benefit of the conditions accepted at subscription or may terminate at no cost. Failing acceptance, the Customer may terminate as set out in section 8.2.

9. Late payment

9.1. Any amount unpaid on its due date automatically triggers, without prior formal notice, late payment interest at the rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points, in accordance with article L. 441-10 of the French Commercial Code.

9.2. Late payment by a business Customer also gives rise to a fixed recovery indemnity of EUR 40, in accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code. Where actual recovery costs exceed that amount, the Provider may claim additional compensation on production of supporting evidence.

9.3. Where payment remains outstanding more than fifteen days after a written reminder, the Provider may suspend access to the service, after informing the Customer. Suspension does not suspend the amounts due or the ongoing subscription billing.

9.4. After thirty days of suspension for non-payment, the Provider may terminate the subscription automatically. Amounts due for elapsed periods and for the current period remain payable.

9.5. Bank rejection fees and costs of abusive payment disputes borne by the Provider are re-invoiced to the Customer.

10. Right of withdrawal

10.1. **Business Customer.** The right of withdrawal set out in articles L. 221-18 et seq. of the French Consumer Code does not apply to business-to-business contracts, subject to section 10.2. The business Customer therefore has no statutory right of withdrawal under those provisions, and no waiver is sought or required. It does benefit from the commercial guarantee in section 11.

10.2. **Small business.** Article L. 221-3 of the French Consumer Code extends certain protective rules to professionals with five employees or fewer, where the subject matter of the contract falls outside their main field of activity. Since the service concerns a merchant's own customer relationships, that exception is not intended to apply in most cases. a valider : position retenue sur l'article L. 221-3 du code de la consommation

10.3. **Consumer.** If the Customer acts as a consumer, it has fourteen days from formation of the contract to withdraw, without reason or penalty. However, under article L. 221-28 of the French Consumer Code, the right of withdrawal no longer applies to digital content supplied without a tangible medium where performance began before the end of the period, with the consumer's prior express consent and express acknowledgement of the loss of that right.

10.4. That prior express consent and express acknowledgement are collected at the time of the order, separately from acceptance of these Terms, and retained as evidence, in accordance with article L. 221-25 of the French Consumer Code. Absent such collection, the consumer retains its right of withdrawal. a valider : recueil effectif, distinct et tracable du consentement expres a l'execution immediate et de la reconnaissance de la perte du droit de retractation dans le tunnel de souscription

10.5. Withdrawal is exercised by an unambiguous statement sent to hello@reponse.ai, or using the model withdrawal form set out in the annex to these Terms, the use of which is not mandatory. Refunds are made within fourteen days of receipt of the request, using the same payment method.

11. Guarantees: fourteen-day money-back commercial guarantee and statutory conformity guarantee

11.1. Independently of any statutory right, the Provider applies a commercial guarantee: any Customer that so requests at hello@reponse.ai within fourteen days of its first payment receives a full refund of that payment, with no justification required.

11.2. The guarantee applies once per Customer and per workspace, for the first paid subscription. It does not apply to renewals or to usage-based charges already consumed. a valider : divergence entre la politique commerciale communiquee, remboursement integral sous quatorze jours sur simple demande, et la restriction au premier abonnement payant stipulee ici ; trancher puis aligner la communication commerciale sur la clause retenue

11.3. The refund ends the subscription as of the refund date. The workspace then moves to the free plan, or is closed at the Customer's request.

11.4. Refunds are processed through Stripe to the original payment method, within fourteen days of the Provider's approval.

11.5. **Statutory guarantee of conformity for digital content and services.** A consumer Customer benefits from the statutory guarantee of conformity set out in articles L. 224-25-12 et seq. of the French Consumer Code. The Provider supplies the service in conformity with the contract and with the statutory conformity criteria, and supplies, for the term of the contract, the updates, including security updates, needed to maintain that conformity, together with the corresponding information. In the event of a lack of conformity, the consumer may require conformity to be restored at no cost and, if that is impossible or does not occur within a reasonable time, obtain a price reduction or rescission of the contract, on the conditions and within the periods provided by law.

11.6. The statutory guarantee of conformity and, where applicable, the right of withdrawal apply independently of the commercial guarantee in sections 11.1 to 11.4, which neither restricts nor replaces them.

12. Suspension and termination

12.1. **Suspension by the Provider.** The Provider may suspend all or part of access to the service, after informing the Customer by email and, except in urgent cases, after formal notice left unremedied for eight days a valider : delai de mise en demeure avant suspension, 8 jours, in the event of: non-payment, breach of section 15, use that compromises the security, stability or integrity of the service, an order from a competent authority, or a manifest legal risk to the Provider or to third parties. In the event of a serious and immediate security threat, suspension may be immediate, with the Customer informed without delay.

12.2. Suspension does not suspend billing or the amounts due, unless the suspension is attributable to the Provider.

12.3. **Termination by the Customer.** The Customer may terminate at any time, effective at the end of the current period, as set out in sections 7.3 and 7.6, without cause.

12.4. **Termination for breach.** Either party may terminate the contract automatically in the event of a material breach by the other party that is not cured within thirty days of a written formal notice specifying the breach. Where termination results from the Provider's breach, the Provider refunds the prepaid and unused portion of the subscription, calculated pro rata temporis.

12.5. **Automatic termination.** Either party may terminate without notice if the other party enters judicial liquidation, subject to mandatory insolvency law.

12.6. **Inactive free workspaces.** The Provider runs scheduled jobs that purge dormant free workspaces. A free workspace with no login and no activity for a valider : duree d'inactivite, usuellement 6 a 12 mois may be closed and its data deleted, after informing the Customer by email at least thirty days in advance. a valider : envoi effectif d'un preavis de 30 jours par email avant purge d'un espace gratuit dormant

13. End of contract, data portability and deletion

13.1. On the effective date of termination, access to paid features ceases. The workspace moves to the free plan where the Customer so requests and where its usage fits within the limits of that plan. Otherwise, the workspace is closed.

13.2. **Portability.** The Customer may export its Customer Content from the service interface and through the API, in structured, commonly used formats. a valider : perimetre reel de l'export en libre service, donnees couvertes, interface et API It is the Customer's responsibility to carry out that export before the end of the contract.

13.3. From the effective end of the contract, the Provider keeps the Customer Content available for reading and export for a valider : duree de la fenetre d'export, usuellement 30 jours. After that period, the Customer Content is deleted from production systems within a valider : delai de suppression, usuellement 30 jours supplementaires, and from backups according to their rotation cycle a valider : existence de sauvegardes et cycle de rotation applicable, subject to statutory retention obligations, in particular accounting and tax obligations.

13.4. Assistance with migration beyond the self-service export tools may be provided on a quotation basis.

13.5. The provisions on intellectual property, confidentiality, liability, data protection and governing law survive the end of the contract.

13.6. **Death or cessation of the Customer's business.** In the event of the death of an individual Customer, or of the cessation of business or dissolution of a corporate Customer, the heirs, liquidator or legal representative evidencing their capacity may request read access to and export of the Customer Content, and the closure of the workspace, by email to hello@reponse.ai. The Customer may designate in advance a backup contact authorised to make that request. a valider : modalites de designation d'un contact de secours et procedure de verification de la qualite des demandeurs

14. Service level and support

14.1. The Provider uses reasonable efforts to keep the service available and continuous. The service is supplied on a best-efforts basis (obligation de moyens).

14.2. **The Provider gives no quantified commitment on availability, restoration time or support response time.** No uptime percentage, no certification and no standardised security level are warranted under these Terms.

14.3. The service may be interrupted for maintenance. The Provider endeavours to announce planned maintenance in advance and to schedule it during periods of lower usage.

14.4. The service depends on third-party providers of hosting, AI models, email delivery and payment. Unavailability of those third parties may affect the service without the Provider being liable for it.

14.5. Support is provided by email at support@reponse.ai. a valider : langues du support et jours ou horaires d'ouverture Enhanced support may be the subject of a separate agreement. a completer : horaires et perimetre du support si un engagement est souhaite

15. Customer obligations

15.1. The Customer uses the service in compliance with applicable law, in particular data protection, electronic marketing, consumer protection and intellectual property law.

15.2. The Customer is responsible for the accuracy of the information provided at subscription and for keeping it up to date.

15.3. The Customer is responsible for the confidentiality of the credentials, API keys and tokens issued to its Users, and for all use made through its access. It notifies the Provider without delay of any suspected compromise at support@reponse.ai.

15.4. The Customer is responsible for the Customer Content, for its lawfulness, and for messages sent from the service, including those drafted or suggested by an AI agent that the Customer has enabled and configured. It is for the Customer to define supervision rules suited to its business.

15.5. The Customer shall not: circumvent usage limits or billing mechanisms, resell access outside the framework of section 21, carry out penetration testing without prior written authorisation, perform bulk extraction of service data to build a competing database, or use the service to distribute unlawful or misleading content or content infringing third-party rights.

15.6. The Customer ensures that it holds the rights and legal bases required for the data it imports into the service, in particular data relating to its end customers.

15.7. **Unsolicited electronic marketing.** The Customer shall not use the service, in particular its email, CRM and contact management features, to send marketing messages without a valid legal basis or, where required, without consent, to import or exploit address lists collected without informing the persons concerned, or to send messages lacking a working objection or unsubscribe mechanism. Any breach entitles the Provider to suspend email sending from the workspace concerned, on the conditions set out in section 12.1.

15.8. **International sanctions and export control.** The Customer undertakes not to use the service, nor to allow it to be used, in breach of applicable restrictive measures and export control regulations, in particular those of the European Union and France and, where applicable, those of the United States of America. The Customer represents that it is not targeted by such measures and is not acting on behalf of a person that is. The Provider may suspend or terminate access without notice in the event of a breach of this section.

16. Intellectual property and licence

16.1. The service, its software, interfaces, documentation, trademarks and databases are and remain the exclusive property of the Provider or its licensors. No assignment of intellectual property rights is granted under these Terms.

16.2. The Provider grants the Customer, for the term of the subscription and worldwide, a personal, non-exclusive and non-transferable right to access and use the service, which may not be sublicensed except within the framework of section 21, for the Customer's own business purposes.

16.3. The Customer retains all rights in the Customer Content. It grants the Provider a limited licence to host, reproduce, technically adapt and transmit that content solely to provide, maintain and secure the service, including by transmitting it to the subprocessors listed in section 18.

16.4. The Customer may send the Provider feedback and suggestions. The Provider may freely use them to improve the service, without consideration and without conferring any right in the service.

16.5. Any reproduction, decompilation or attempt to access the source code of the service outside statutory exceptions is prohibited.

17. Artificial intelligence

17.1. Some features rely on AI models supplied by third parties. To generate a response, the necessary content (conversation, catalogue excerpts, order data, Customer instructions) is transmitted to the model provider selected by the Provider's routing.

17.2. Model outputs are probabilistic. They may be inaccurate, incomplete or unsuitable. The Customer verifies them before any use engaging its own responsibility, in particular before sending a message to an end customer or acting on an order.

17.3. The Provider gives no warranty of accuracy, completeness or fitness for a particular purpose in respect of AI-generated content.

17.4. The Provider does not claim any model training on Customer data. It selects its model providers taking into account their contractual commitments on this point. The conditions applicable to each provider are those of that provider. a valider : verifier pour chaque fournisseur, OpenAI, Google, Mistral, l'option contractuelle de non entrainement et sa formulation

17.5. AI usage is measured and billed as set out on the pricing page. The Provider's meters are conclusive between the parties absent manifest error. a valider : existence d'une facturation a l'usage de l'intelligence artificielle et de compteurs de consommation

18. Personal data and subprocessing

18.1. Each party complies with applicable data protection law, in particular Regulation (EU) 2016/679 and French Law no. 78-17 of 6 January 1978 as amended. These Terms refer to a data processing agreement ("DPA"), to Terms of Use and to a Privacy Policy. a valider : existence, contenu, publication et mode d'acceptation du DPA, des conditions generales d'utilisation et de la politique de confidentialite ; a defaut de DPA opposable, l'article 18.2 est inoperant au regard de l'article 28 du reglement (UE) 2016/679

18.2. For data that the Customer processes through the service, in particular data relating to its end customers, the Customer acts as controller and the Provider as processor. The conditions of that processing, the list of subprocessors, the security measures and the transfer arrangements are set out in the DPA, which supplements these Terms.

18.3. For data relating to account management, billing, prospecting and website audience measurement, the Provider acts as controller. Details are set out in the Privacy Policy.

18.4. **Current subprocessors** used to provide the service:

Hosting locations, safeguards for transfers outside the European Union and the contact details of each subprocessor are set out in the DPA. a completer : localisation des donnees pour chaque sous-traitant a completer : delegue a la protection des donnees s'il en existe un

18.5. The Provider informs the Customer of any planned addition or replacement of a subprocessor, on the terms and within the periods set out in the DPA. The Customer may object on reasonable data protection grounds, in which case it may terminate at no cost, effective at the end of the current period.

18.6. **Requests from authorities.** Where the Provider receives from an administrative or judicial authority a request concerning data of the Customer or of its end customers, it informs the Customer as soon as possible, unless prohibited by law or where such information would be liable to compromise ongoing proceedings. It limits its response to what is legally required and, where possible, invites the authority to address the Customer directly.

18.7. **Security and incident notification.** The Provider undertakes to implement reasonable technical and organisational measures to protect the Customer Content, on a best-efforts basis and without claiming any certification or standardised security level. a completer : description des mesures techniques et organisationnelles effectivement en place In the event of a personal data breach affecting the Customer Content, the Provider informs the Customer without undue delay after becoming aware of it, within a valider : delai de notification d'une violation de donnees au Client, usuellement 48 a 72 heures, and provides the information available to it so that the Customer can meet its own obligations.

19. Confidentiality

19.1. Each party keeps confidential the non-public information received from the other party and identified as confidential, or whose confidential nature follows from the circumstances, including commercial data, negotiated prices, technical materials and Customer Content.

19.2. This undertaking applies for the term of the contract and for five years after its end. a valider : duree de survie de la confidentialite

19.3. Excluded is information that is already public, lawfully obtained from a third party, independently developed, or whose disclosure is required by law or by a competent authority, the compelled party informing the other to the extent permitted.

19.4. Each party limits access to confidential information to those who need it and binds them to an equivalent obligation.

20. Liability

20.1. The Provider is bound by a best-efforts obligation in supplying the service.

20.2. The Provider is liable only for proven fault and for direct damage. Indirect damage is excluded, in particular loss of revenue, margin, customers, orders or reputation, as well as loss of data resulting from a failure to export or back up attributable to the Customer. That exclusion does not apply to a consumer or non-professional Customer.

20.3. **Cap.** The Provider's total liability, on all grounds combined and for all damage arising over any rolling twelve-month period, is capped at the amount excluding tax actually paid by the Customer for the subscription during the twelve months preceding the triggering event. For a Customer on the free plan, that cap is set at a valider : montant plancher pour l'offre gratuite, par exemple 100 euros. That cap does not apply to a consumer or non-professional Customer.

20.4. These limitations do not apply in the event of wilful misconduct, gross negligence, personal injury, or where the law prohibits them. Nor do they apply to the Customer's payment obligations. As regards a consumer or non-professional Customer, the provisions of sections 20.2, 20.3 and 20.6 that would have the effect of removing or reducing the right to compensation are deemed unwritten, in accordance with article R. 212-1 of the French Consumer Code.

20.5. The Customer indemnifies the Provider against any third-party claim, in particular from an end customer, arising from the Customer Content, from non-compliant use of the service or from a breach by the Customer of section 15.

20.6. Any action based on the contract is time-barred within the statutory period, and at the latest twelve months after the triggering event for billing-related claims. a valider : clause de delai contractuel de reclamation That contractual period does not apply to a consumer or non-professional Customer, who benefits from the statutory limitation periods.

20.7. Insurance: a completer : assureur, numero de police et montants garantis.

21. Resellers, agencies and management on behalf of third parties

21.1. An agency, integrator or service provider (the "Partner") may subscribe and administer one or more workspaces on behalf of merchants (the "Partner's End Clients").

21.2. A Partner that subscribes in its own name and pays for the subscription is the Customer under these Terms. It alone owes the price, including where it re-invoices its own client.

21.3. The Partner warrants that it holds a written mandate from each merchant to subscribe, configure and administer the relevant workspace, and to accept on that merchant's behalf these Terms, the Terms of Use and the DPA where the merchant is the controller.

21.4. The Partner keeps workspaces segregated, accesses a merchant's data only as needed for its assignment, and does not transfer data from one workspace to another without written instruction from the merchant concerned.

21.5. Under the GDPR, where the Partner processes a merchant's end-customer data on that merchant's behalf, it acts as the merchant's processor and enters into the agreement required by article 28 of the Regulation. The Provider remains a processor for the controller identified by the contractual chain. a valider : qualification retenue, sous-traitant ulterieur ou co sous-traitant, a confirmer par l'avocat

21.6. The Partner provides first-line support to its clients, unless otherwise agreed. It may not make any commitment on the Provider's behalf, nor grant any warranty or service level on the Provider's behalf.

21.7. **Workspace transfer.** At the joint written request of the Partner and the merchant, the Provider may transfer administration and billing of a workspace to the merchant. Absent a joint request, the Provider may, on a reasoned request from the merchant evidencing its rights, transfer the workspace to the merchant, after informing the Partner.

21.8. The Partner indemnifies the Provider against any merchant claim relating to the mandate, the scope of the assignment or re-invoicing.

21.9. Any white-label resale, rebranding or inclusion of the service in a resold packaged offering requires a written partnership agreement signed with the Provider.

22. Force majeure

22.1. Neither party is liable for a failure resulting from force majeure within the meaning of article 1218 of the French Civil Code.

22.2. This includes, where the conditions of article 1218 are met: natural disasters, fire, war, acts of terrorism, decisions of public authorities, general strikes, major failures of a public telecommunications network, and major, prolonged failures of a hosting or infrastructure provider with no reasonable workaround.

22.3. The affected party informs the other without delay. The affected obligations are suspended. If the impediment lasts more than thirty consecutive days, either party may terminate in writing, with no compensation due. The Provider then refunds the prepaid and unused portion of the subscription.

23. Subcontracting, assignment and independence

23.1. The Provider may use subcontractors to perform all or part of its obligations. It remains responsible to the Customer for their performance.

23.2. The Customer may not assign the contract without the Provider's prior written consent, which shall not be withheld without legitimate reason. Assignment is automatically accepted in the event of a merger, contribution or transfer of all of the Customer's business, subject to prior written notice.

23.3. The Provider may assign the contract to a group company or in connection with a merger, contribution or business transfer, subject to informing the Customer.

23.4. The parties are independent contractors. These Terms create no partnership, general agency or employment relationship between them.

24. Commercial references

24.1. The Provider may cite the Customer's name and logo as a commercial reference, on its website and in its presentation materials, for the term of the contract. a valider : reference commerciale par defaut avec faculte d'opposition, ou sur accord prealable ecrit du Client

24.2. The Customer may object at any time, without reason, by email to hello@reponse.ai. The Provider removes the reference from its online materials within a reasonable time, and no later than thirty days after the request.

24.3. Any other joint communication, in particular a press release, case study or testimonial, requires the Customer's prior written consent.

25. Complaints, mediation and disputes

25.1. Complaints are sent to hello@reponse.ai, with a description of the issue, the workspace reference and, where applicable, the invoice concerned. The Provider acknowledges receipt and handles the request within a reasonable time.

25.2. The parties seek an amicable resolution before any legal action. Either party may nonetheless apply for interim or protective measures at any time.

25.3. A consumer Customer may refer the matter free of charge to a consumer mediator under articles L. 611-1 et seq. of the French Consumer Code, after first submitting a written complaint to the Provider that has not received a satisfactory response. Competent mediator: a completer : mediateur de la consommation, nom, adresse postale et site internet.

25.4. **Governing law.** These Terms are governed by French law, excluding conflict of law rules and the Vienna Convention on Contracts for the International Sale of Goods.

25.5. **Jurisdiction.** Failing amicable resolution, any dispute relating to the formation, interpretation, performance or termination of these Terms is submitted to the competent courts of Paris, including where there are multiple defendants, third-party proceedings or urgent proceedings. In accordance with article 48 of the French Code of Civil Procedure, this jurisdiction clause is valid only between merchants and must be stipulated in a very apparent manner in the undertaking of the party against whom it is invoked, failing which it is deemed unwritten. a verifier : coherence siege et RCS and a valider : attribution de competence a Paris ou a Nantes selon le siege retenu, et mise en evidence typographique suffisante de la clause

25.6. This jurisdiction clause does not apply to a consumer or non-professional Customer, who may bring proceedings before the court of its domicile or of the place of performance, in accordance with applicable mandatory rules.

25.7. **Membership of a mediation scheme.** Where consumer Customers are accepted, the Provider joins a consumer mediation scheme and states the mediator's contact details on its website and in these Terms, in accordance with articles L. 612-1 and R. 616-1 of the French Consumer Code. a valider : adhesion effective a un dispositif de mediation, obligatoire si des consommateurs sont acceptes

26. Miscellaneous

26.1. **Entire agreement.** These Terms, the pricing page, the Terms of Use, the DPA, the Privacy Policy and, where applicable, the signed order form constitute the entire agreement between the parties on their subject matter, subject to the marker in section 18.1 concerning the actual existence of those documents.

26.2. **Order of precedence.** In the event of conflict: the signed order form or contract, then the DPA for data protection matters, then these Terms, then the Terms of Use, then the pricing page.

26.3. **Severability.** If a provision is held void or unenforceable, the remaining provisions stay in force and the provision concerned is replaced by a valid provision of equivalent economic effect.

26.4. **Notices.** Notices are validly given by email: to the Provider, at hello@reponse.ai; to the Customer, at the email address of the workspace administrator account. The Customer keeps that address up to date.

26.5. **Language.** These Terms exist in French and English. In the event of a discrepancy in interpretation, the French version prevails. a valider : clause de langue prevalente, a confirmer selon la clientele internationale visee

26.6. **Evidence.** The Provider's technical logs, connection records and, where they exist, usage meters constitute admissible evidence between the parties, absent evidence to the contrary. a valider : existence de compteurs de consommation et de journaux techniques exploitables a titre de preuve

26.7. **Archiving and access to versions.** The Provider archives the successive versions of these Terms and makes them available to the Customer on request to hello@reponse.ai. Invoices are retained for ten years in accordance with article L. 123-22 of the French Commercial Code. a valider : duree d'archivage des versions des CGV et modalites d'acces du Client aux versions anterieures

26.8. **Entry into force and version.** These Terms carry version reference a completer : numero de version des CGV and take effect on a completer : date d'entree en vigueur. They replace any earlier version from that date, subject to section 8.4 for ongoing subscriptions.

Annex. Model withdrawal form

This form is provided under article L. 221-5 and the annex to article R. 221-1 of the French Consumer Code. It concerns only a Customer acting as a consumer, in cases where the right of withdrawal applies under section 10. Its use is not mandatory.

To Shmore, 26 Thubert, 44118 La Chevrolière, France, hello@reponse.ai.

I hereby give notice of my withdrawal from the contract for the supply of the following service:

• Ordered on: a completer : date de commande, a renseigner par le consommateur
• Consumer's name: a completer : nom, a renseigner par le consommateur
• Consumer's address: a completer : adresse, a renseigner par le consommateur
• Consumer's signature, only where this form is notified on paper
• Date

a valider : mise a disposition effective de ce formulaire dans le tunnel de souscription et dans la confirmation de commande si des consommateurs sont acceptes