Terms of Sale

Last updated: 23 September 2026

These Terms of Sale (the "Terms") govern the subscription to, billing of and use of the Reponse service. There are no separate terms of use: these Terms govern both the sale and the use of the service. They are supplemented by the data processing agreement and by 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 Nantes Trade and Companies Register under number 990 895 971. VAT identification number: FR26990895971 Publication director: Vincent Redor 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 grants the Customer a right of access to the Reponse service, free of charge or on a paid subscription basis, the conditions of use of the service, and the related billing, term and termination conditions.

1.2. Service reserved to professionals. The service is intended exclusively for professionals: merchants operating a Shopify store and the agencies working with them, acting for the purposes of their business. It is not offered to consumers or to non-professionals. By installing the Reponse app or subscribing to a plan, the Customer represents that it is acting for business purposes. The provisions of the French Consumer Code specific to consumers and non-professionals therefore do not apply to these Terms.

1.3. Installing the Reponse app on a Shopify store, any use of the service and any subscription to a paid plan constitute unreserved acceptance of the Terms in force on that 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 professional, whether an individual or a legal entity, that installs the Reponse app on its Shopify store or subscribes to a plan. 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. The data of each workspace is segregated from that of other workspaces at database level (Row Level Security). 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. Shopify: Shopify Inc. and its group companies, operator of the platform on which the Customer runs its store and through which paid plans are billed. Shopify admin: the administration interface of the Customer's store, in which the Customer installs the Reponse app, chooses its plan and approves charges. Shopify bill: the invoice issued by Shopify to the Customer, on which the amounts due for the service appear. Subscription period: the thirty-day billing cycle applied by Shopify to the current subscription.

3. Description of the plans

3.1. The service is a Customer Experience suite for Shopify merchants. It includes in particular: human live chat and AI agents, tickets and a shared inbox, 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 and without any payment method being requested; nothing is charged for it. 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 monthly subscriptions, billed by Shopify. Features, the volume of AI conversations included, the price of additional conversations billed on usage beyond that volume, and prices are set out on the pricing page, which forms an integral part of these Terms. At the date of these Terms, no annual billing is offered. 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 11.4.

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. At the date of these Terms, no trial period is offered on paid plans, the free plan remaining available with no time limit. Where a trial period is offered, its duration is shown by Shopify when the Customer approves the subscription. No subscription price is charged during the trial, and the subscription becomes paid at its end, unless the Customer has returned to the free plan or uninstalled the app before that date.

4. Subscription and formation of the contract

4.1. Paid plans are subscribed to exclusively from the Customer's Shopify admin, on the Reponse plan selection page hosted by Shopify. No billable unit, whether seat, user or agent, is sold separately: at the date of these Terms, seats are unlimited and the AI agents are included in the paid plan.

4.2. Electronic subscription process. Before any subscription, Shopify shows the Customer the selected plan, its price, its currency and its billing frequency. The subscription is formed only when the Customer expressly approves it in its Shopify admin. The parties, both being professionals, agree, in accordance with article 1127-3 of the French Civil Code, that this approval process replaces the formalities set out in article 1127-2 of that Code.

4.3. The contract for a paid plan is formed on the date the Customer approves the subscription, evidenced by activation of the plan in its workspace. For the free plan, the contract is formed when the Reponse app is installed or the workspace is created.

4.4. The Provider may refuse or cancel a subscription in the event of a prior billing dispute, suspected fraud, use contrary to section 14, or technical inability to supply the service. In that case, any amounts already charged for the refused subscription are refunded or credited through Shopify.

4.5. Billing. The amounts due for the service are billed by Shopify and appear on the Customer's Shopify bill, available from its Shopify admin. The Provider does not issue a separate invoice for plans billed by Shopify. The Customer accepts that billing is prepared and made available by Shopify, electronically.

4.6. Changing plan. The Customer may change plan at any time from the plan selection page in its Shopify admin. Any move to a paid plan, or to a higher-priced paid plan, requires the Customer's approval in its Shopify admin. The effective date of the change, any proration and any credit for the unused period are determined by Shopify's app billing rules, as shown to the Customer at approval.

5. Prices, currency and taxes

5.1. The applicable prices are those displayed on the pricing page and shown by Shopify when the subscription is approved. In the event of a difference, the price approved by the Customer in its Shopify admin prevails.

5.2. Prices are stated exclusive of tax, in United States dollars (USD). Shopify bills those amounts in USD on the Shopify bill and may convert them into the store's billing currency, under its own rules and exchange rates. Any conversion fees or differences are a matter between the Customer and Shopify.

5.3. Taxes. Value added tax or any equivalent tax applicable to the amounts billed for the service is determined, calculated and collected by Shopify, under its own rules, depending in particular on the Customer's country of establishment and on the tax information, including its VAT number, that the Customer has entered in its Shopify admin. The Provider does not charge the Customer any tax directly for plans billed by Shopify. The Customer is responsible for the accuracy of the tax information it provides to Shopify and bears the consequences of any inaccurate declaration.

5.4. Any withholding taxes, local taxes, bank charges or conversion fees remain the Customer's responsibility.

5.5. Usage-based charges. Beyond the volume of AI conversations included in the plan, each additional conversation is billed at the price published on the pricing page. That usage is measured by the Provider's meters, which are conclusive between the parties absent manifest error, reported to Shopify and billed by Shopify on the Shopify bill, in arrears.

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. Budget and usage alerts. From the service's billing settings, the Customer chooses whether to allow additional conversations and sets a monthly overage budget, in USD. The Provider informs the Customer by an in-app notification when 80% of the included volume has been used and when 90% of the overage budget has been reached. Where overage is not allowed or the budget is exhausted, the AI agents stop answering until the next cycle and human chat remains available.

6. Payment terms

6.1. The amounts due for paid plans are billed and collected exclusively by Shopify, through the Customer's Shopify bill and the payment method it has registered with Shopify. The Provider does not bill any subscription directly and neither collects nor stores any of the Customer's payment method data.

6.2. By approving the subscription in its Shopify admin, the Customer authorises Shopify to charge, for each subscription period, the price of the plan and, where applicable, usage-based charges.

6.3. The subscription price is billed in advance for each subscription period; usage-based charges are billed in arrears. The issue and due dates are those of the Shopify bill.

6.4. The Customer keeps a valid payment method with Shopify throughout the subscription. Collection of Shopify bills is a matter for Shopify, under its own terms.

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. Disputing a charge. Any dispute over an amount billed for the service must be sent to hello@reponse.ai within twelve months of the issue of the Shopify bill concerned, with the reason. After that period, the amount is deemed accepted. The Provider reviews the request and, where appropriate, grants a refund or credit as set out in section 10, without prejudice to the dispute channels offered by Shopify.

6.7. Shopify's terms. The billing relationship is also subject to the Shopify terms applicable to the Customer and, for the Provider, to the Shopify Partner Program Agreement and the Shopify API terms. In the event of conflict regarding billing, conversion, tax or collection arrangements, Shopify's rules prevail.

7. Term and renewal

7.1. The paid subscription has no minimum commitment period.

7.2. It renews automatically for each subscription period until terminated as set out below.

7.3. The Customer may end the subscription at any time, without notice or charge, by returning to the free plan from the plan selection page in its Shopify admin or by uninstalling the Reponse app. Uninstalling the app automatically cancels the recurring charges with Shopify.

7.4. No pro rata refund is due for the current period, subject to the credit rules applied by Shopify, to section 10 and to termination for the Provider's breach under section 11.4.

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.

8.2. The new price applies from the subscription period following expiry of the notice and, where Shopify's rules so require, after the Customer's approval in its Shopify admin. A Customer that does not accept the increase may terminate at no cost, as set out in section 7.3.

8.3. The price of a subscription period already billed is 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. Failing acceptance, the Customer may terminate as set out in section 8.2.

9. Non-payment

9.1. Collection of the amounts billed by Shopify is a matter for Shopify. Where Shopify fails to collect those amounts, or suspends, cancels or freezes the Customer's subscription or store, access to paid features may be interrupted, the workspace returning to the free plan.

9.2. Solely for amounts that would be owed directly to the Provider, in particular for a service performed on a quotation basis or under a signed contract, late payment 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, together with a fixed recovery indemnity of EUR 40, in accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code.

10. Refunds and credits

10.1. Refunds and credits are granted at the Provider's discretion, in particular in the event of a billing error, double billing or a malfunction attributable to the Provider that deprived the Customer of the service. Requests are sent to hello@reponse.ai, with the store domain and the Shopify bill concerned.

10.2. Refunds and credits are granted exclusively through Shopify, as an app credit applied to subsequent Shopify bills or as a refund, using the mechanisms Shopify makes available to app developers. They are carried out within Shopify's timeframes. The Provider makes no direct refunds.

10.3. Subject to sections 11.4 and 21.3, no amount billed is refundable as of right.

11. Suspension and termination

11.1. 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, in the event of: non-payment, breach of section 14, 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.

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

11.3. Termination by the Customer. The Customer may terminate at any time, without cause, as set out in section 7.3.

11.4. 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 grants the Customer, through Shopify, a refund of the portion of the subscription billed in advance and unused, calculated pro rata temporis.

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

12. End of contract, data portability and deletion

12.1. When the Customer returns to the free plan, access to paid features ceases on the effective date determined by Shopify and the workspace moves to the free plan. When the Customer uninstalls the Reponse app, access to the service from the store ceases and the workspace is closed.

12.2. Portability. The Customer may obtain an export of its Customer Content on request to hello@reponse.ai, in CSV or JSON format. The export is supplied within thirty days of the request. It is the Customer's responsibility to make that request before its data is deleted as set out in section 12.3.

12.3. The Customer Content is deleted from production systems thirty days after the effective end of the contract. Backups, which are taken daily and kept for seven days, are erased as they rotate, and no later than thirty days after that deletion. These periods are subject to statutory retention obligations, in particular accounting and tax obligations.

12.4. Assistance with migration beyond that export may be provided on a quotation basis.

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

12.6. 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 Provider acts on the request only once it has received documents establishing the requester's capacity.

12.7. Cessation of the Provider's business. If the Provider stops operating the service, it informs the Customer by email at least thirty days in advance and allows it to obtain an export of its Customer Content as set out in section 12.2.

13. Service level and support

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

13.2. 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.

13.3. 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.

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

13.5. Support is provided by email at support@reponse.ai, in French and English, on business days, with no commitment as to response time.

14. Customer obligations

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

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

14.3. 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.

14.4. 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.

14.5. The Customer shall not: circumvent usage limits or billing mechanisms, resell access outside the framework of section 20, carry out penetration testing without prior written authorisation, perform bulk extraction of service data to build a competing database, compromise the technical integrity of the service, or use the service, including its AI agents, for unlawful or fraudulent purposes or to distribute unlawful, hateful or misleading content or content infringing third-party rights.

14.6. 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.

14.7. 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 11.1.

14.8. 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.

15. Intellectual property and licence

15.1. 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.

15.2. The Provider grants the Customer, for the term of the contract 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 20, for the Customer's own business purposes.

15.3. 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 17.

15.4. 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.

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

16. Artificial intelligence

16.1. 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.

16.2. 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.

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

16.4. 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. It uses the paid API offerings of OpenAI, Google (Gemini) and Mistral AI, whose terms provide that data submitted is not used to train their models. Under those same terms, each provider may retain the data submitted for no more than thirty days. The conditions applicable to each provider are those of that provider.

16.5. AI conversations are counted by the Provider's meters and, beyond the volume included in the plan, billed as set out in sections 5.5 and 5.7.

17. Personal data and subprocessing

17.1. 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"), published at reponse.ai/legal/dpa, and to a Privacy Policy, published at reponse.ai/legal/privacy. The DPA forms an integral part of these Terms: it is accepted together with them, as set out in section 1.3.

17.2. 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.

17.3. 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.

17.4. Current subprocessors used to provide the service:

The hosting locations of each subprocessor and the safeguards for transfers outside the European Union are set out in the DPA and in the subprocessor list published at reponse.ai/legal/sub-processors. The Provider has not appointed a data protection officer; any question about personal data is sent to hello@reponse.ai, with the subject line "Data protection".

17.5. The published, dated list of subprocessors is authoritative. The Provider records in it any addition or replacement of a subprocessor, without individual notification, on the terms set out in the DPA. The Customer may object on reasonable data protection grounds, in which case it may terminate at no cost as set out in section 7.3.

17.6. 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.

17.7. 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, external audit or standardised security level. Those measures include encryption of data in transit (TLS) and at rest, segregation of data by workspace at database level (Row Level Security) and two-factor authentication on the administration accounts of the infrastructure services. In the event of a personal data breach affecting the Customer Content, the Provider informs the Customer by email without undue delay, and no later than seventy-two hours after becoming aware of it, and provides the information available to it so that the Customer can meet its own obligations.

18. Confidentiality

18.1. 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.

18.2. This undertaking applies for the term of the contract and for five years after its end.

18.3. 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.

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

19. Liability

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

19.2. 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.

19.3. Cap. The Provider's total liability, on all grounds combined, is capped at the amount excluding tax actually paid by the Customer for the service during the twelve months preceding the event giving rise to the damage or, if that amount is lower, EUR 100.

19.4. These limitations do not apply in the event of wilful misconduct, gross negligence, personal injury, or where the law prohibits limiting or excluding liability. Nor do they apply to the Customer's payment obligations.

19.5. 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 14.

19.6. 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.

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

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

20.2. As the subscription is billed by Shopify on the Shopify bill of the store concerned, the merchant owning that store is the Customer liable for the price, including where the Partner administers the workspace on its behalf. Financial arrangements between the Partner and the merchant, including re-invoicing of the Partner's own services, do not concern the Provider.

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

20.4. 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.

20.5. The Partner acts on behalf of the merchant, which remains the Customer and the controller. 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 acts as the merchant's processor, on the terms of the DPA.

20.6. 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.

20.7. Workspace transfer. At the joint written request of the Partner and the merchant, the Provider may transfer administration 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.

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

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

21. Force majeure

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

21.2. 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.

21.3. 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 grants, through Shopify, a refund of the portion of the subscription billed in advance and unused.

22. Subcontracting, assignment and independence

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

22.2. 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.

22.3. 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.

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

23. Commercial references

23.1. 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.

23.2. 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.

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

24. Complaints and disputes

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

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

24.3. 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.

24.4. Jurisdiction. Failing amicable resolution, any dispute relating to the formation, interpretation, performance or termination of these Terms is submitted to the competent courts of Nantes, France, including where there are multiple defendants, third-party proceedings or urgent proceedings.

25. Miscellaneous

25.1. Entire agreement. These Terms, the pricing page, the DPA, the Privacy Policy and, where applicable, the signed order form or contract constitute the entire agreement between the parties on their subject matter, subject to section 6.7 for the billing relationship.

25.2. 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 pricing page.

25.3. 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.

25.4. 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.

25.5. Language. These Terms exist in French and English. In the event of a discrepancy in interpretation, the French version prevails.

25.6. Evidence. The Provider's technical logs, connection records and usage meters constitute admissible evidence between the parties, absent evidence to the contrary.

25.7. 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. Bills for paid plans are issued and retained by Shopify and remain available to the Customer from its Shopify admin.

25.8. Entry into force and version. These Terms carry version reference 1.0 and take effect on 23 September 2026. They replace any earlier version from that date, as well as the former terms of use, subject to section 8.4 for ongoing subscriptions.