Conditions générales de vente

Preamble

WEEKI develops and markets an AI-powered knowledge and automation platform (boards, assistant and agents, applications and a content store).

The Solution is provided primarily in a "SaaS" format on servers operated by WEEKI or its subcontractors, but may also be provided, on quotation, in an on-premise version under the Enterprise offering.

If the Client subscribes to the Solution, it has been informed of the main features of the Solution, its purposes and its performance, and now wishes to benefit from access to the Solution.

WEEKI also offers, on quotation, fixed-price or time-and-materials services, as well as a content marketplace.

The Client has therefore decided to enter into an Agreement with WEEKI, which includes these GTC.

Article 1. Definitions

The terms defined below, when used in the Agreement with an initial capital letter, whether in the plural or singular, shall have the following meaning between the Parties:

• "Academy": means the online course platform offered by WEEKI, accessible in accordance with the terms of the subscribed Plan.
• "Defect": means any major or blocking defect of the Solution. Defects originating from circumstances other than those identified above and external to the Solution are deemed excluded from the scope of WEEKI's liability.
• "AI Features": means the features of the Solution that rely on artificial intelligence models, in particular the assistant, the agents and the generation of content, as described in Article 6.8.
• "Automations": means the Solution features enabling the automated execution of processing (in particular workflows, scheduled agents and data pipelines), whose consumption is counted in Credits.
• "Consumer": means any natural person acting for purposes which are outside his or her trade, business, craft or profession, within the meaning of the French Consumer Code.
• "Credits": means the units in which the consumption of the Solution's computing resources (in particular AI Features and Automations) is counted, included in certain Plans or purchased as top-ups, as described in Article 6.1.
• "GTC": means this document and its appendices.
• "Client": means WEEKI's client, as identified in the Order, and in the case of the "Free" plan, the person who registers for that plan.
• "Order": means the order placed by the Client with WEEKI, via an online order or by signing a document to that effect, such as a quotation.
• "User Account": the User's account in the Solution, within the limits set by this Agreement.
• "Content": means the content created or sold by WEEKI in the Solution or by third-party creators in the Solution and the Marketplace, which includes courses, MOOCs, webinars, templates, maps, technical, scientific and theoretical models, documents, tutorials, datasets, ontologies, applications ("Apps") and solutions, in any format.
• "Agreement": means these GTC, including the preamble, the appendices, and the Order.
• "API": means the application programming interfaces, API keys, scheduled agents, integrations and extensions that WEEKI makes available in the Solution, under the conditions set out in the Documentation.
• "Documentation": means all documents relating to the Solution provided by WEEKI under the Agreement.
• "Data": means the Client's data that the Client imports into the Solution.
• "Deliverables": means all items, work, documents, models, content, developments, configurations or results produced by WEEKI in the performance of the fixed-price or time-and-materials Services, as defined in the Order or specific quotation.
• "Maintenance": means maintenance of the Solution by WEEKI, in accordance with the SLA.
• "Marketplace": means the platform integrated into the Solution enabling the purchase and sale of Content between WEEKI, third-party creators and Clients.
• "Party" or "Parties": means the Client and/or WEEKI, individually and/or collectively.
• "Plan": means the subscription plan taken out by the Client (Free, Student, Pro or Enterprise), as defined in the Order.
• "Professional Services" or "Services": means the services provided by WEEKI to the Client, either on a fixed-price basis or on a time-and-materials basis, as defined in the Order or a specific quotation.
• "SLA": means the service level of the Solution, and the time to remedy Defects, as defined in Appendix "SLA".
• "Solution": means the knowledge and automation platform Weeki developed and operated by WEEKI, including in particular its boards, assistant and agents, the AI Features, the Automations, the API and the applications made available therein, together with the Documentation and any updates, upgrades, corrections and new versions thereof, whether provided in SaaS mode or, under the Enterprise offering, in an on-premise version.
• "Users": means the persons using the Solution within the Client's organisation in accordance with the terms and conditions of the Agreement, including any person the Client authorises to access its organisation (employees, external collaborators, learners), or the Client itself if it is a natural person, under the Client's responsibility.
• "WEEKI": means the single-member simplified joint-stock company (société par actions simplifiée unipersonnelle) with share capital of EUR 30,000, whose registered office is at 2 Avenue Léon Jouhaux, 59000 Lille, France, registered with the Lille Trade and Companies Register under number 899 960 587.

Article 2. Purpose of the Agreement

The purpose of the Agreement is to define the technical, legal and financial terms under which WEEKI, in accordance with the Client's Order:

• grants rights of access to and use of the Solution, through User Accounts, to the Client, in accordance with the SLA;
• provides fixed-price or time-and-materials Professional Services;
• makes available a Marketplace enabling the acquisition of Content;
• provides access to the Academy in accordance with the subscribed Plan.

All in consideration of payment of the prices agreed in the Order or specific quotations.

Article 3. Contractual Documents

3.1. Contents of the Agreement

The Agreement entered into between the Parties consists of the following contractual documents:

• The Order;
• The GTC;
• Its appendices are as follows: Appendix 1 - SLA; Appendix 2 - Personal Data; Appendix 3 - Model withdrawal form.

In the event of any conflict or inconsistency, the Order shall prevail over the GTC, which shall prevail over the Appendices.

The Appendices shall have equal priority. In the event of any conflict or inconsistency between them, the Parties shall meet to find an amicable solution.

The Agreement constitutes the entire agreement between the Parties and sets out all of their obligations. Any prior agreements between the Parties relating to the same subject matter as the Agreement shall be null and void and superseded by the Agreement.

No indication or document may be deemed incorporated into the Agreement and give rise to obligations unless it is the subject of an amendment approved and signed by duly authorised representatives of both Parties.

The Parties agree that no general or specific terms contained in documents sent by either Party may be incorporated into the Agreement.

The same applies, without limitation, to terms appearing on invoices, terms set out in commercial documents, and any letters or correspondence sent directly or indirectly by one Party to the other.

3.2. Updates to the GTC

WEEKI reserves the right to amend the GTC at any time by publishing a new version in the Solution and notifying the Client by email or upon the Client's next log-in to the Solution.

In the event of a substantial modification to the GTC that significantly affects the Client's rights or obligations (in particular the financial conditions, service levels, liability conditions, or intellectual property rights), WEEKI shall inform the Client in writing at least thirty (30) days before such modifications take effect. The Client shall then have the right to terminate the contract without penalty, exercisable by written notification to WEEKI within thirty (30) days of receipt of said notification. If this right is not exercised within the specified period, the amended GTC shall be deemed to have been accepted by the Client.

The GTC apply regardless of the Client's country of origin and country of residence.

The GTC apply throughout the period during which the Client uses the Solution.

Notwithstanding the foregoing, if the Order relates solely to fixed-price or time-and-materials Professional Services, without a subscription to the Solution, the applicable GTC shall be only those accepted when the relevant Order is signed, and subsequent amendments to the GTC shall not apply to that Order.

3.3. Acceptance of the GTC and the Order

Registration for the Solution, as well as any Order, implies the Client's unreserved acceptance of the entire GTC and of the content of the Order.

This acceptance is expressed as follows:

• In the case of an order via the Solution: by checking the appropriate box when registering for the Solution and before validating an Order. Checking this box shall be deemed to have the same legal value as a handwritten signature. A second validation will be required to confirm before payment by clicking the validation button. WEEKI records the date, the time and the version of the GTC accepted by the Client.
• In the case of an Order outside the Solution: by signing a quotation or a written Order.

3.4. Legal capacity

Acceptance of the GTC, use of the Solution and any ordering action require that the Client has the legal capacity necessary to do so.

The Solution is intended primarily for professionals acting in the course of their professional activity. Except for the Student Plan, the Client declares and warrants that it subscribes to the Solution for professional purposes and that it does not have Consumer status.

If the Client is a natural person subscribing for professional purposes, it declares that it acts for such purposes and has the necessary legal capacity to accept these GTC.

The Student Plan may be subscribed by a natural person acting as a Consumer. In that case, Article 16 "Provisions applicable to Consumers" applies and prevails over any contrary provision of these GTC.

If WEEKI becomes aware that a Client lacks legal capacity or does not comply with the registration conditions for the Solution, its User Account may be closed immediately, without notice and without WEEKI incurring liability. Any Order placed without legal capacity may also be cancelled under the same conditions.

Article 4. Effective Date and Term

The Agreement enters into force on the date the Client subscribes via an Order.

The Agreement shall remain in force for the term of the subscription, which may be monthly or annual (the "Initial Term"), and shall be automatically renewed for successive periods of the same duration (each a "Renewal Term") unless terminated in accordance with the terms hereof.

The Client is committed for the subscription term and may not terminate the Agreement before the end of the subscription term, unless the Agreement says otherwise.

The Parties may notify the other Party of their intention to terminate the Agreement at the end of the term:

• In the case of a monthly commitment, from the User Account or in writing no later than the end of the term.
• In the case of an annual commitment, from the User Account or in writing, at any time before the end of the term; termination takes effect at the end of the current term.

The Client may request termination directly through its User Account or by contacting support within the Solution.

At the end of each Renewal Term, the Agreement may be renewed or terminated under the same terms and conditions.

For Professional Services: notwithstanding the foregoing, the Agreement remains in force for the period required to perform the Services as defined in the Order or specific quotation: either for a fixed term agreed between the Parties for time-and-materials services, or until delivery and acceptance of the Deliverables for fixed-price services.

Article 5. Orders

This article applies only to Orders placed within the Solution. For Orders placed by signing a quotation or any other document, the ordering process is limited to that signature.

5.1. Standard orders

The Client may place Orders within the Solution.

Before its first Order, the Client must create a User Account.

The ordering steps are as follows:

• Creation of a User Account by the Client if this is a first Order, or login to the account if it already exists;
• Providing the Client's identification details;
• The Client is invited to choose a plan to order and to add its payment information.
• Express acceptance of the GTC by ticking the box provided for this purpose, the GTC being accessible from the ordering page;
• Review of the Order summary for final validation, showing the total price (pre-tax and with VAT);
• Acknowledgement and validation of the agreement by the Client;
• Validation of the Order, including a statement that the Order entails an obligation to pay;
• Sending an Order confirmation email to the Client by WEEKI upon receipt of the Client's payment, stating the Plan, the billing period, the number of Users and the amount paid, with the invoice attached.

The Order becomes final upon receipt by WEEKI of the Client's full payment.

The contact details and information provided by the Client must be current and accurate. If this is not the case, WEEKI cannot be held liable in the event of issues in processing the Order.

WEEKI shall not be held liable for data entry errors made by the Client during the ordering process (including, in particular, the Client's address) or for any other incorrect information provided by the Client, nor for the consequences thereof.

WEEKI reserves the right to refuse any Order for legitimate reasons, in particular in the event of payment issues, issues resulting from the Client providing incomplete and/or inaccurate information, Orders that are abnormally high compared with the Orders usually placed by the Client, or Orders placed in bad faith.

WEEKI may also refuse new orders for technical reasons (load management, etc.).

WEEKI will archive Orders and invoices on a reliable and durable medium constituting a faithful copy. Computerised archives shall be considered by the Parties as evidence of communications, Orders, payments and transactions between the Parties.

If the Client wishes to negotiate specific features of the subscription plan (a different number of users, a different amount of storage, a specific group rate, etc.), the Client must contact WEEKI by email. The Parties agree that WEEKI has no obligation to accept the Client's request. The specific terms of the Client's subscription plan shall be confirmed either by email, or in an appendix to the Order (which shall be subject to these GTC), or by a specific agreement.

5.2. Free Plan

This article may vary from the rest of the GTC and applies only to Clients using the Solution under the Free Plan.

For the purposes of these Terms and Conditions, the Customer's registration for the free plan is considered as the Order within the meaning of the Contract.

Clients may access the Solution via the Free Plan. The Client may at any time choose to subscribe to a paid Plan (Pro or Enterprise) by providing its banking information and making the corresponding payment.

The Free Plan provides access to a limited version of the Solution, intended to test the Solution, with no time limit.

The Client must accept the GTC when registering for the Solution's Free Plan by ticking the corresponding box.

Use of the Solution may be limited under the Free Plan, which the Client accepts.

WEEKI has no obligation with respect to:

• Any performance obligation during provision of the Solution.
• Absence of bugs or defects in the Solution, or permanent availability of the Solution.
• Frequency of maintenance or updates of the Solution.
• Quality of the Solution.
• Service level agreement and availability of the Solution.
• Duration of support and continuity of the Solution.

The Free Plan is granted without providing payment information.

The Client may at any time upgrade from the Free Plan to a paid Plan (Pro or Enterprise), either online or by contacting WEEKI. The Client must then accept the GTC again and provide its payment information. If the Client decides not to subscribe to a paid Plan and deletes its User Account, the Client's Data will be deleted by WEEKI within thirty (30) days, except backup copies deleted according to the backup cycle.

The Client's Data may be automatically deleted if WEEKI suspects that the Client is not using the Solution in compliance with the GTC (such as hacking or automated behaviour).

By way of derogation from the "Liability" article, WEEKI is not liable for any direct or indirect damage of any kind caused to the Client during use of the Free Plan.

This limitation of liability covers any type of indirect damage, including, without limitation: loss of business, loss of revenue, loss of orders, loss of profit, loss of data or any other information, loss of clients, loss of expected savings, damage to the company's image or reputation, loss of opportunity.

The Client may be held liable by WEEKI for any damage caused to WEEKI due to non-compliance with the GTC.

If this liability cap cannot apply for any reason, the amount of damages shall not exceed the amount of the lowest monthly fee that could be payable by a Client for access to the Solution at the time the damage occurred.

5.3. Student account

This article may vary from the rest of the GTC and applies only to students enrolled in the Solution by a school, university or other educational institution that is itself a Client of WEEKI (the "School"), in order to access the courses made available by the School.

Students are enrolled by the School, which provides their email addresses individually or by bulk import, within the limits stated in the Solution. Each student receives a User Account restricted to the course or courses to which the School has assigned it, with read-only access to the board map of such courses. The student does not subscribe to any Plan and pays no fee to WEEKI. Students are Users of the School, which is responsible for their use of the Solution in accordance with the Agreement.

A student's User Account may be subject to specific limitations related to this status, at WEEKI's discretion, which may change at any time. WEEKI's commitments are towards the School, not the student.

The School acts as data controller with respect to the Personal Data of the students it enrols and warrants that it has a valid legal basis for such enrolment and has informed the students beforehand. Where a student is a minor, the School is solely responsible for (i) obtaining any authorisation or consent required by applicable law from the holders of parental responsibility, (ii) supervising the minor's use of the Solution, and (iii) ensuring that the courses and Content made available to the minor are appropriate for its age. The School shall indemnify and hold WEEKI harmless against any claim arising from a breach of this paragraph.

A student's access ends when the School removes the student from the course, deletes the course or ceases to be a Client of WEEKI. WEEKI may then close the student's User Account.

5.4. Student Plan

The Student Plan is a paid Plan reserved for persons enrolled in a higher-education institution, for usage unrelated to the School as defined in section 5.3. It is subscribed for one (1) User, billed monthly, and does not include Credits for AI Features. Its price, including all taxes, is shown in the Solution and on WEEKI's website before the Order.

When subscribing, the student uploads a proof of enrolment (student card or certificate). The proof is analysed automatically by WEEKI's AI provider to extract the institution and the validity date; the document itself is not retained, only the result of the verification. Failing a valid proof, the subscription is refused or converted to the corresponding standard Plan after informing the Client.

Where the student acts as a Consumer, Article 16 applies.

Article 6. WEEKI's Obligations

6.1. Provision of access to the Solution

If the Client has placed an Order for access to the Solution, WEEKI provides the Client with access to the Solution, which is standardised, accessible remotely, and does not require integration by WEEKI into the Client's systems.

Once the Order is placed, WEEKI grants the Client and its Users the right to access the Solution via their User Accounts.

Access to the Solution will be billed by WEEKI in accordance with the terms set out in the Order, depending on the selected Plan (Free, Student, Pro or Enterprise).

Use of certain features of the Solution, in particular the AI Features and Automations, consumes Credits.

• Included Credits. Each Plan includes the number of Credits stated in the price list accessible in the Solution and on WEEKI's website. The Student Plan does not include Credits for AI Features. The Pro Plan includes five hundred (500) Credits per User per month. Unused included Credits expire at the end of each month; purchased Credits do not expire.
• Top-ups. Additional Credits may be purchased from the Client's billing portal or requested from WEEKI within the Solution. They are invoiced at the price shown at the time of purchase.
• Measurement. The number of Credits consumed by each operation is set out in the price list. Consumption is recorded in time-stamped logs, which the Client can consult in the Solution. These logs shall constitute evidence between the Parties, unless the Client provides proof to the contrary.
• Limits and alerts. The Client's account owners may set a monthly Credit limit for each User. They are notified, by email, when consumption reaches ninety percent (90%) of the available Credits and when Credits are exhausted. When Credits are exhausted, or when a User reaches its limit, the features that consume Credits are suspended until Credits are added, the limit is raised or the next period begins; the other features of the Solution remain available. WEEKI shall not be held liable for the consequences of such suspension.
• Changes. WEEKI may modify the price list of Credits upon thirty (30) days' written notice, applicable from the following subscription period.

The Client may upgrade or downgrade the Plan chosen and set out in the Order at any time. Plan changes apply immediately. The price difference is prorated over the current period: an upgrade is invoiced immediately, and a downgrade generates a credit applied to the Client's next invoices. In the event of a change to a less expensive Plan, or a Plan with fewer features, the Client must, prior to such change, remove the options used in the Solution that are not included in the lower Plan and, in particular, ensure that it does not exceed the quotas of Users, workspaces, projects and boards allocated to the lower Plan. Failing that, the Plan change is not possible.

On the Effective Date of the Agreement, the Solution will operate as described in the description of the Solution on the date of the Order. The features may evolve as the Solution evolves, at WEEKI's discretion, which the Client accepts. In particular, WEEKI may change the hardware and software environment applicable to the Solution.

WEEKI will provide the Client with access to the Documentation, in English.

WEEKI provides in the Documentation a list of the Solution prerequisites which the Client must comply with. WEEKI shall not be liable if the Solution cannot be used due to the Client's failure to meet the prerequisites.

WEEKI will use its best efforts to correct or provide an alternative solution for any substantial and reproducible non-conformity of the Solution with the essential specifications set out in the Agreement or the Documentation, as specified in the SLA. This warranty applies only to the extent that the Solution is used in accordance with the Agreement and no modifications are made without WEEKI's prior consent. The Client shall cooperate with WEEKI and provide WEEKI with any available information in writing in order to enable WEEKI to reproduce and seek to correct any issue.

To the fullest extent permitted by law, the obligations described in this Article are WEEKI's only obligations and liabilities and constitute the Client's sole and exclusive remedy in the event of non-conformity.

6.2. Availability of the Solution

WEEKI provides the Client with access to the Solution, performs its Maintenance and guarantees its availability and quiet enjoyment under the conditions of the SLA.

The Client acknowledges and agrees that WEEKI cannot be held liable for interruptions, outages or alterations of access to the Solution that may result from the network itself, Internet network issues, the connection method used, or any other external cause. The Client is informed of technical issues that may affect networks and lead to slowdowns or unavailability making connection difficult or impossible. WEEKI shall not be liable for difficulties accessing the Solution due to Internet network problems.

6.3. Security

WEEKI undertakes to use its best efforts to secure access to, consultation of and use of the Solution. However, WEEKI does not guarantee that the Solution is error-free or that access will be uninterrupted. WEEKI's obligation to ensure the security of the Solution and the security and confidentiality of hosted information is, in any event, a best efforts obligation, and WEEKI cannot guarantee absolute security. If WEEKI detects a security issue likely to seriously compromise the security of the Solution, WEEKI may, without notice, temporarily interrupt the Solution in order to remedy the security defect as soon as possible.

With regard to the security of personal data collected for which WEEKI acts as a processor, Appendix "Personal Data" shall apply.

6.4. Additional Content

WEEKI may sell additional Content in the Solution via its Marketplace. This Content is optional and not necessary to use the Solution. The Content may include, in particular, courses (including as part of the Academy), models, datasets, ontologies and other resources.

The Content may be created by WEEKI or by a Client that has granted WEEKI the right to resell the Content.

This Content may be provided free of charge or for a fee.

Content updates may also be provided free of charge or for a fee, including where the Client has paid for the previous version of the content.

Unless stated otherwise at the time of purchase, the right to access and use Content purchased on the Marketplace is granted to the Client as a non-exclusive licence to access the Content, without any transfer of intellectual property rights.

The Client uses the Content at its own risk. The Content is provided "as is" and without any warranty. WEEKI expressly excludes and disclaims any implied warranties of merchantability and fitness for a particular purpose and any other warranties, express or implied, arising from any statutory provision, other rule of law or trade practice.

WEEKI cannot be held liable for the quality, relevance or completeness of the Content, for the existence of conflicts or repetitions in the information included in the Content, or for the Client's interpretation of the Content.

6.5. Enterprise plan

For Clients subscribed to the Enterprise plan, WEEKI may offer additional services upon quotation, including:

• An on-premise version of the Solution, installed on the Client's infrastructure, under technical and pricing terms to be defined in the Order;
• In such case, WEEKI shall have no responsibility with respect to performance, availability, infrastructure security, processing of the Client's Personal Data and, more generally, the Solution SLAs, as these depend on the Client's infrastructure. However, WEEKI remains responsible (i) for the Solution's conformity with the Documentation specifications, (ii) for providing patches and updates under the conditions set forth in the Agreement, subject to the Client implementing them, and (iii) for the application security of the Solution (excluding infrastructure). The detailed allocation of responsibilities between WEEKI and the Client may be set out in a responsibility matrix (RACI type) appended to the Order (or any other element useful for this purpose).
• WEEKI shall provide the Client with Documentation enabling the Client to install this on-premise version of the Solution, as well as updates thereto under the terms provided in the Order (failing which, minor updates only and no major version upgrades). The on-premise version is licensed to the Client in accordance with Article 10.2.
• Onboarding bootcamp services, during which the WEEKI team visits the Client's premises to train the Client's teams in the use of the Solution. The specific terms of these additional services will be set out in the Order.

6.6. Academy

WEEKI makes available an online academy offering training courses on the use of the Solution and related technologies. These courses are accessible online only, and no intellectual property rights are transferred to the Client in respect of them.

Access to the WEEKI Academy may be:

• Included in certain subscription plans under the terms set out in the Order;
• Offered for an additional fee for other users.

The courses available in the Academy are provided "as is" and their content may evolve at WEEKI's discretion.

The access and pricing terms for the Academy are detailed in the Documentation and the Order.

6.7. Professional Services

WEEKI may also provide, on quotation, time-and-materials or fixed-price Professional Services, with or without access to the Solution.

6.7.1. General

The Services may be performed either for use within the WEEKI Solution or independently, as agreed in the Order.

These Services are provided on a best efforts basis.

The scope of the Services is detailed in the Order.

Any request to change the scope of the Services (adding features, additional iterations, scope extension, etc.) must be the subject of a prior written agreement between the Parties and will result in an additional quotation or an amendment to the Agreement.

6.7.2. Time-and-materials

WEEKI undertakes to deploy the resources and skills necessary for proper performance of the assignment, billing being based on time spent.

The Client and WEEKI agree on an indicative schedule. WEEKI undertakes to deploy the resources and skills provided for in the Order.

The schedule is established on a best efforts basis and may be modified by mutual agreement between the Parties according to operational constraints.

Billing is based on the actual time spent, at the daily or hourly rates agreed in the Order or specific quotation. Time-and-materials services may be capped in number of days or amount, as specified in the Order.

Payment will be made monthly.

WEEKI will provide the Client with regular reporting on progress and time spent. Unless otherwise agreed between the Parties, reporting will be monthly, at month-end.

The Client's rights in Deliverables produced as part of time-and-materials services are determined in accordance with Article "Rights in Deliverables produced as part of Professional Services". Deliverables are delivered to the Client as they are produced or at the end of the assignment, as agreed.

6.7.3. Fixed-price

WEEKI undertakes to deliver Deliverables compliant with the specifications agreed in the Order.

The Deliverables will be submitted to the Client in accordance with the schedule agreed in the Order or specific quotation.

WEEKI will control the quality and compliance of the Deliverables before submitting them to the Client.

Once the Deliverable has been submitted, the Client has fifteen (15) calendar days to:

• approve the Deliverable, in which case it shall be deemed finally accepted; or
• reject the Deliverable, providing written and detailed justification of the non-conformities observed compared with the agreed specifications.

If the Client does not respond within fifteen (15) days, the Deliverable shall be deemed tacitly accepted.

In the event of a justified rejection for proven non-compliance with the specifications, WEEKI undertakes to correct the identified non-conformities and submit a new Deliverable within a reasonable time. The Client will again have fifteen (15) days to accept or reject the corrected Deliverable under the same terms.

Fixed-price Deliverables are transferred to the Client upon final acceptance.

6.8. Artificial Intelligence Features

The AI Features rely on artificial intelligence models operated by third-party providers listed in Appendix 2 (currently OpenAI, but Weeki reserves the right to change the Services' AI providers at any time). They generate text, analyses, structures, code or other content from the instructions and data provided by the Client and its Users (the "Outputs").

Accuracy. Outputs are generated automatically. They may be inaccurate, incomplete, out of date or unsuited to the Client's situation, and they do not constitute professional advice. The Client and its Users must review and verify Outputs before relying on or using them, in particular in the sensitive fields mentioned in Article 7. The Client remains responsible for the decisions it takes on the basis of Outputs.

Ownership. As between the Parties, and to the extent permitted by applicable law, Outputs generated from the Client's instructions and Data belong to the Client, subject to the rights of third parties and to WEEKI's rights in the Solution. WEEKI does not warrant that Outputs are free of third-party rights or that they can be protected by intellectual property rights.

No training on Client Data. WEEKI does not use the Client's Data, the instructions given to the AI Features or the Outputs to train artificial intelligence models, whether its own or those of third parties, unless the Client has given its prior express consent. The AI providers process them only to provide the AI Features on WEEKI's behalf. The AI provider retains the data sent to it for up to thirty (30) days for abuse monitoring, then deletes it, and does not use it to train its models, under its API data processing terms.

Transparency. WEEKI informs Users when they interact with an AI system and identifies content generated by the AI Features within the Solution, in accordance with Regulation (EU) 2024/1689 on artificial intelligence (the "AI Act").

Prohibited uses. The Client shall not use the AI Features for practices prohibited by the AI Act, nor, unless otherwise agreed in writing, for the high-risk uses listed in Annex III of the AI Act (such as recruitment, the evaluation of workers, creditworthiness assessment or access to essential services).

Use of the AI Features consumes Credits in accordance with Article 6.1.

Article 7. Client's Obligations

Proper performance of the Agreement also depends on the Client complying with its obligations.

The Client is responsible for its choices and for how it uses the items and data provided by WEEKI (whether or not resulting from use of the Solution). WEEKI shall not incur liability towards the Client in this respect.

The Client is responsible for importing its own Data into the Solution, the Solution being only a technical solution provided without Data, except for the Content provided by WEEKI. The Client may also use integrations offered by WEEKI within the Solution and purchase additional Content to use in the Solution, under its sole responsibility.

The Client may choose to share its Data by invitation or by a sharing link (with or without a password), or keep it private, within the Solution, at its own risk. WEEKI shall not be liable for the consequences of choosing to make Data public, in particular its use or download by a third party. If public Data is turned into private Data, WEEKI will no longer allow third parties to view such Data in the Solution.

WEEKI acts as a processor with respect to the Client's private Data (Appendix 2). WEEKI personnel only access the Client's private Data (i) at the Client's request or on its documented instruction, in particular to handle a support request, (ii) where strictly necessary to ensure the security and integrity of the Solution, or (iii) to comply with a legal obligation. Such access only takes place within a support window opened by the Client's account owner for a limited duration (one to forty-eight hours), is limited to what is necessary, is recorded in the organisation's access log and is subject to the confidentiality obligations of Article 14. Public Data may be viewed by any person to whom it is made available, under the conditions of Article 10.3.

Integrations may allow the Client to connect to other solutions over which it has rights. Access to those other solutions must be obtained by the Client at its own expense and by its own means. WEEKI provides no assistance for this and access to those solutions is not part of the service provided by WEEKI.

The Client warrants in particular that it holds all rights in such Data. The Client must ensure that it has obtained the consent of any data subject, where necessary.

The Client is also responsible for the Data it imports into the Solution. WEEKI shall not be responsible if the results provided by the Solution are incorrect due to the Client importing erroneous, poor-quality or incompatible Data.

WEEKI shall not be responsible if third parties access the Data and publish it without the Client's prior consent, except in the event of fault or negligence by WEEKI.

The Client shall put WEEKI's personnel in contact with the Client's personnel and shall ensure that such personnel provide the collaboration, availability, skills and experience sufficient and necessary for proper performance of its obligations.

The Client also undertakes to make all decisions necessary to enable WEEKI to perform its obligations.

The Client undertakes to comply with all legislative and regulatory requirements applicable in its industry and sector. The Client is solely responsible for compliance of its use of the Solution with relevant legal provisions and specific regulations (including, among others, data protection, intellectual property and industry-specific regulations). For this purpose, the Client must seek assistance from any competent individual, particularly a data protection officer.

The Client is hereby informed that the Solution can be used for sensitive activities, for example in the pharmaceutical or chemical or energy fields, where errors or malfunctions can have serious consequences (economic, environmental, or in terms of health or safety). The Client that uses the Solution in such contexts does so under its sole responsibility.

Article 8. Cooperation Obligations

WEEKI and the Client share a cooperation obligation, the proper performance of which determines the success of the Services performed under the Agreement.

The Client is also responsible for providing WEEKI with any data or information that proves to be necessary for the services provided under the Agreement and for the proper performance of the Solution.

The Client acknowledges that any delay on its part may have consequences on the schedule, the achievement of objectives or the expected results. If a delay of more than thirty (30) days attributable to the Client is recorded, WEEKI reserves the right to adjust the schedule accordingly and/or terminate the Service.

Each Party will designate a project manager for the performance of its obligations.

Article 9. Personnel

WEEKI will perform the Agreement using the personnel it deems appropriate. WEEKI may subcontract all or part of its obligations to providers of its choice, provided that such providers commit to be bound by the terms of the Agreement applicable to them.

Nothing in the Agreement may be interpreted as creating any subordination between WEEKI's personnel or subcontractors and the Client.

Each Party is required to comply strictly with the applicable tax and social security regulations and employment law.

In the event of an audit or demand by the tax or social security authorities, or in any other proceedings, each Party will use its best efforts to respond to any justified request in this regard.

Article 10. Intellectual Property

10.1. Access to the Solution

The Client has the right to use the Solution against payment of the fees provided for in the Order, for the term of its subscription, in accordance with the terms and conditions of this Agreement.

WEEKI remains the owner of the Solution. No intellectual property right is transferred to the Client. Unless otherwise provided in the Agreement, the Client's rights are limited to the right of access and use of the Solution, to the exclusion of any other right. In particular, the Client does not acquire any right in the source code, the architecture of the Solution, its functionalities and the associated models, tools and methodology.

For any use of the Solution, the Client undertakes not to infringe WEEKI's intellectual property rights.

It is expressly prohibited for the Client to use any automated tool (such as bots, scripts, web crawlers or any other third-party automation tools) to access the Solution, interact with it, extract data from it or reproduce its content, in whole or in part, except through the API provided by WEEKI, under the conditions set out in the Documentation.

The Client shall be solely responsible for the security and confidentiality of its account identifiers. It undertakes to keep its login details strictly confidential and not to disclose them to any third party. In the event of loss or suspected misuse of its identifiers, the Client must immediately inform WEEKI. WEEKI shall not incur liability for any loss or damage arising from the Client's failure to comply with these security requirements. The Client is responsible for regularly changing passwords and for any access to the Solution using its credentials.

The Users agree to use the Solution in accordance with the Agreement, exclusively for the Client's purposes and solely within the Client's internal operations and interests.

Each User must create a personal account in its name and is responsible for maintaining the confidentiality and security of its login credentials.

The Client undertakes that only authorised Users use the Solution, within the limit of the number of Users permitted by its Plan.

The Client acknowledges that it will act as data controller with respect to any Personal Data that may be processed through the Solution and assumes full responsibility for all processing activities carried out in connection with its use of the Solution. By accepting these GTC, the Client undertakes to comply with all applicable laws and regulations relating to the protection of personal data.

10.2. On-premise licence

This Article applies only where the Client has subscribed, under the Enterprise offering, to an on-premise version of the Solution. It supplements Article 10.1, which remains applicable where relevant.

Subject to the Agreement and to full payment of the fees set out in the Order, WEEKI grants the Client a personal, non-exclusive, non-transferable and non-sublicensable licence, for the term of the Agreement and worldwide unless otherwise stated in the Order, to reproduce, install, operate and use the on-premise version of the Solution delivered by WEEKI (including its software image and components) on infrastructure owned or controlled by the Client, solely for the Client's internal business operations, by its Users and within the limits set out in the Order (in particular the number of Users, instances and environments). Unless otherwise stated in the Order, the Client may operate one (1) production instance and one (1) test or pre-production instance, and make the backup copies necessary for their operation.

The licence extends to the updates and new versions provided by WEEKI and the Order, excluding premium features, modules or options subject to additional fees. WEEKI only supports the latest version and the immediately preceding version and has no obligation with respect to updates that the Client has not implemented.

Subject to WEEKI's responsibilities under Article 6.5, the Client is solely responsible for the installation, availability, operation, maintenance, implementation of updates and security of its infrastructure and of the on-premise version, for the backup and archiving of its Data, and for the management and security of User Accounts. The Client shall ensure that its Users comply with the Agreement and is liable for any breach by them.

Except as expressly permitted by the Agreement or by mandatory law, the Client shall not, and shall ensure that its Users do not: (i) reproduce, install or use the on-premise version beyond the limits of the licence; (ii) redistribute, sublicense, sell, rent, lend, make available or otherwise transfer it, in whole or in part, to any third party, including by way of hosting or managed services for third parties; (iii) use it to offer a service competing with the Solution; (iv) modify, adapt, translate or create derivative works of it, or circumvent any technical licensing or protection measure; (v) decompile, disassemble or reverse engineer it, except within the limits permitted by Article L. 122-6-1 of the French Intellectual Property Code; or (vi) remove or alter any proprietary notice.

The on-premise version may include third-party components, including open-source software, which are listed in the Documentation and remain subject to their own licence terms, which the Client undertakes to comply with. Nothing in the Agreement restricts the rights granted to the Client under such licences.

WEEKI may, no more than once per calendar year and upon fifteen (15) days' written notice, verify that the Client's use complies with this Article, in particular the number of Users and instances, remotely or on the basis of a usage report provided by the Client. If the audit reveals use exceeding the licence, the Client shall pay the corresponding fees at the price list in force, without prejudice to WEEKI's other rights.

Upon termination or expiry of the Agreement for any reason, the licence ends automatically. At the end of the Agreement, the Client shall uninstall the on-premise version, delete all copies in its possession and, upon WEEKI's request, certify such destruction in writing within fifteen (15) days. As its Data are hosted on its own infrastructure, the Client remains responsible for exporting and retaining them.

The extensions and client software made available by WEEKI for installation on Users' devices (such as the extension for Visual Studio Code) are licensed under the restrictions of this Article, for the term of the Client's subscription and solely for use with the Solution, whether the Solution is provided in SaaS mode or on-premise.

10.3. Use of the Client's Data by WEEKI

WEEKI may use the Content and Data made public by the Client (i.e. published by the Client as accessible to anyone, as opposed to Data shared by invitation or by a private link) to operate, display and improve the Solution, for example for indexing, search and usage statistics.

This use shall respect the intellectual property rights of the Client. WEEKI does not use the Client's Data, whether public or private, to train artificial intelligence models without the Client's prior express consent (Article 6.8). Data made private by the Client shall not be used by WEEKI for the purposes of this Article, except with the Client's prior express consent.

WEEKI may use Content and Data made public by the Client and anonymised aggregated metadata (e.g., solution usage statistics, knowledge graph structures, model performance data) for the purpose of publishing articles, case studies or other content on its blog or in third-party publications. In such cases, WEEKI shall give the Client advance notice. The Client may object to such publication by notifying WEEKI within seven (7) days following this notice. In the absence of objection within this period, publication will be deemed authorised.

10.4. Client Content

10.4.1. Content published within the Solution

The Client retains all intellectual property rights in the Content it creates within the Solution.

When the Client makes Content available on the Marketplace, the Client hereby grants WEEKI a non-exclusive, worldwide, royalty-free licence to host, display, distribute and promote the Content within the Solution, including in any Marketplace or Academy catalogue. This licence is granted for the duration of the publication of the Content on the Marketplace, plus one (1) year after its removal.

The Client warrants that it holds all necessary intellectual property rights in the Content it creates and/or publishes within the Solution and on the Marketplace.

If the Client has sold Content to a third party via the Marketplace, it may not remove the Content from the Marketplace until the end of the last subscription subscribed to by the third party.

10.4.2. Content sold to WEEKI

If the sale of Content to WEEKI is contemplated in accordance with the Agreement, the Client hereby assigns to WEEKI, for the legal term of protection and for the world, all intellectual property rights in such Content, including in particular:

• Rights to reproduce in any form and on any medium known or unknown;
• Rights to represent and communicate to the public;
• Rights to adapt and modify;
• Rights to distribute and market;
• Rights to sublicense for the same uses.

These rights may be exercised in all fields and for all purposes, including commercial exploitation, marketing and promotion of the Solution, use within the Academy, and integration into any WEEKI product or service.

The Client warrants that it holds all the intellectual property rights necessary for the assignment contemplated in this Article.

The Client undertakes to indemnify and hold harmless WEEKI against any claim by a third party based on an alleged infringement of intellectual property rights in connection with the Content sold by the Client.

10.4.3. Content created by WEEKI as part of the Professional Services

Notwithstanding any provision of the Agreement to the contrary, where Content is produced by WEEKI as part of Professional Services, WEEKI retains all intellectual property rights in such Content.

The Client is granted a non-exclusive, non-transferable licence to use such Content in the Solution, for the duration of its subscription, subject to the same limitations as those applicable to Content purchased on the Marketplace.

10.5. Rights in Deliverables produced as part of Professional Services

Subject to full payment of the sums due, WEEKI assigns to the Client the intellectual property rights in the Deliverables specifically created for the Client in connection with fixed-price Professional Services, upon their final acceptance.

This assignment covers the rights of reproduction, representation, adaptation and modification of the Deliverables, for the legal term of protection and for the world, for the Client's own purposes.

When such Deliverables incorporate pre-existing elements belonging to WEEKI (frameworks, libraries, tools, models, templates, methodologies, etc.), WEEKI retains all intellectual property rights in those pre-existing elements. The Client is granted a non-exclusive, non-transferable licence to use such pre-existing elements solely to the extent necessary for the use of the Deliverables, for the term of the Agreement.

The Client may not sublicense, distribute or market the Deliverables without WEEKI's prior written consent.

10.6. WEEKI's Rights

WEEKI retains the right to use the knowledge, experience and know-how, including techniques, ideas and methodologies, acquired or developed during the performance of the Agreement for any other purpose, including for the benefit of third parties, provided that such use does not disclose any of the Client's Confidential Information.

10.7. Warranty

WEEKI warrants that it holds the intellectual property rights in the Solution and any items it provides to the Client under the Agreement and that, to the best of its knowledge, the Solution does not infringe any third-party intellectual property rights.

If a claim is brought against the Client by a third party claiming infringement of intellectual property rights by the Solution, WEEKI will handle the claim. The Client must immediately notify WEEKI of any such claim.

WEEKI will bear any costs and damages arising from a final court judgment or settlement.

If WEEKI is unable to resolve the claim, WEEKI may, at its discretion: (i) obtain the right for the Client to continue using the Solution, (ii) modify the Solution so that it no longer infringes, or (iii) replace the Solution. In the latter two cases, the modified or replacement Solution must provide functionality equivalent to that of the original Solution.

If none of these solutions is available, WEEKI will refund the sums paid by the Client for the period remaining on the subscription.

These provisions apply only if the infringement is not caused by the Client's use of the Solution in a manner not provided for in the Agreement.

Article 11. Financial Terms

WEEKI's services and the fees payable by the Client are set out in the Order, specific quotations and the price list accessible in the Solution.

Invoices are issued on a monthly or annual basis, depending on the billing plan chosen and accepted by the Client. They are sent in electronic format only; the Client expressly agrees thereto.

Subscriptions and Credit top-ups ordered within the Solution are paid by card at the time of the Order. Invoices for Orders placed outside the Solution are payable within thirty (30) days of their issue date, unless otherwise specified in the Order. If the Client is a natural person, invoices are payable upon receipt.

For professional Clients, amounts are expressed exclusive of all taxes (HT); the Client shall also pay all applicable taxes (VAT, etc.), at the rate in force on the date of billing. For Consumers, prices are displayed and payable inclusive of all taxes (TTC).

In the event of late payment by a professional Client, penalties will apply automatically, without a formal notice being required, at three (3) times the legal interest rate. The professional Client will also be liable for a fixed recovery fee of forty (40) euros. These penalties apply both to annual and monthly invoices.

WEEKI reserves the right to revise its prices annually, with thirty (30) days' prior written notice before the next subscription period. If the Client does not agree to the price increase, the Client may terminate the Agreement by written notification before the price change takes effect.

Credit top-ups are invoiced at the time of purchase, in accordance with Article 6.1. The Client may dispute the invoicing of Credits in writing within thirty (30) days of invoice receipt, providing supporting evidence. Failing a dispute within this period, the invoice is deemed accepted.

In the event of abnormally high consumption of Credits (identified by a manifestly unusual increase relative to historical consumption patterns), WEEKI reserves the right to temporarily suspend the features that consume Credits pending verification by the Client. WEEKI shall notify the Client promptly and restore access upon confirmation that the consumption is legitimate.

Article 12. Liability

Each Party shall be liable only for direct damage caused to the other Party, proven by the other Party.

The Parties expressly agree that the following shall be excluded from liability and shall not give rise to compensation: loss of business, loss of revenue, loss of orders, loss of profit, loss of data or any other information, loss of customers, loss of expected savings, damage to the company's image or reputation, loss of opportunity, whether foreseeable or not, even if the Party concerned has been informed of the possibility of such damage.

In any event, total liability under the Agreement, for any cause whatsoever, is capped per calendar year at the total amount paid by the Client under the Agreement in the twelve (12) months preceding the event giving rise to liability.

If no payment has been made, the cap equals the lower of (i) the amount that would have been payable for twelve (12) months of the lowest-priced subscription plan available at the time the damage occurs or (ii) one thousand (1,000) euros.

These limitations of liability do not apply in the event of: (i) fraud or gross negligence by a Party, (ii) breach of the confidentiality and intellectual property clauses, (iii) WEEKI's obligation to indemnify the Client for third-party intellectual property claims in accordance with the applicable clause of the Agreement; or (iv) death or personal injury resulting from a Party's negligence.

WEEKI shall not be liable to the Client for any actions or instructions or compliance requirements arising from or related to the Client's use of the Solution (including, without limitation, any claims arising from instructions, decisions, settings or processes implemented by the Client through or in connection with the Solution, even if they relate to activities covered by specific regulations, such as personal data protection).

Article 13. Termination

13.1. Suspension

In the event of the Client's failure to comply with the Agreement, WEEKI may suspend access to the Solution, Marketplace and Academy services, as well as performance of any ongoing Professional Services, without further notice, without waiving its right to payment for the current period or for services already performed, and without prejudice to any damages that WEEKI may claim to compensate its loss.

This clause may be used at WEEKI's discretion prior to termination for breach.

13.2. Termination for switching provider under the Data Act

This clause applies only if the Client is an entity located in the European Economic Area and for use of the Solution.

In accordance with Regulation (EU) 2023/2854 (the "Data Act"), the Client is entitled to terminate the Agreement if it wishes to switch service providers or transfer the Services in-house.

The Client must notify WEEKI in writing of its intention to proceed as indicated above, as well as its intention to terminate the Agreement under the provisions of the Data Act, at least two (2) months before the desired termination date. This notice must include all details necessary to enable WEEKI to facilitate the switch, including identification of the new provider, the proposed timeline, and the Client representative responsible for the process. If the new provider is involved in the switch, the Client shall ensure that it cooperates in good faith with WEEKI.

Given that WEEKI's commitments and the commercial balance of the Agreement are based on the contractual commitment period accepted by the Client, the Client acknowledges that if it decides to exercise its termination right under the Data Act as provided herein, such termination will be subject to payment of an early termination penalty corresponding to the amount remaining to be paid by the Client for the current commitment period.

If this amount has been paid in advance before the termination date, payments made by the Client are non-refundable in the event of termination under this clause.

If this amount has not yet been paid before the termination date, WEEKI will issue an invoice to the Client for the remaining amounts upon receipt of the termination notice. The invoice shall be payable under the same payment conditions as those set out in the Agreement.

Upon receipt of a valid switching notice, WEEKI undertakes to cooperate in good faith to ensure an efficient transition. WEEKI will provide reasonable assistance to the Client to enable timely transfer of the Data and maintain continuity of the Services until the switching process is effective.

If WEEKI determines that the requested switching process cannot be technically completed within the two (2)-month notice period, WEEKI will inform the Client in writing within fourteen (14) business days following receipt of the switching notice. This notice must include a detailed justification of the technical constraints preventing completion within the standard timeframe and propose an alternative transition period not exceeding seven (7) months. The Client retains the right to extend either the original transition period or the alternative period proposed by WEEKI by providing written notice to WEEKI specifying a timeframe that better matches the Client's operational requirements.

The Agreement will automatically end upon completion of the switching process.

The Client may retrieve its Data for a period of thirty (30) days after the end of the notice period, the extended transition period or upon completion of the switching process, whichever occurs first. WEEKI undertakes to delete the Client's Data, in accordance with the terms of the Agreement, once this period has expired.

The categories of Data and digital assets that can be exported, and their formats, are: boards (pages, maps, objectives, plans) as Markdown and JSON; files in their original format; datasets as CSV and Parquet; conversations with the AI Features as JSON; all delivered as a ZIP archive from the account settings or through the API.

13.3. Termination for breach

In the event of a material breach by either Party of any of its obligations under the Agreement, except in cases of force majeure, the non-breaching Party may terminate the Agreement after thirty (30) days from sending a formal notice by registered letter with acknowledgement of receipt to the defaulting Party, provided that such notice remains without effect.

In any event, upon termination of the Agreement for any reason, the Client must pay all invoices due up to the effective termination date.

At the end of the reversibility period provided for in the "Reversibility" article below, access to the Solution and the Client's Data will be deleted by WEEKI, except backup copies, which are deleted according to the backup retention cycle (at most four hundred (400) days), without WEEKI incurring liability towards the Client.

13.4. Reversibility

For reversibility purposes, and whatever the cause of termination of the Agreement, the Client may obtain its Data before any deletion, for a period of thirty (30) days from the end of the Agreement. The Data are provided free of charge, in a standard format, by the Client itself, at any time, through the export feature of the Solution (ZIP archive) or through the API; WEEKI's team provides assistance upon request. Failing such a request within this period, the Data will be deleted by WEEKI, unless WEEKI must retain the Data to comply with its legal obligations or if another article of the Agreement grants WEEKI the right to continue using the Data.

13.5. Force majeure

In connection with performance of the Agreement, the Parties shall not be held liable in the event of non-performance of their obligations due to any force majeure event.

For the purposes of the Agreement, force majeure means any unforeseeable, irresistible event external to the Parties as defined by law and case law.

If a force majeure event occurs, it will have the effect of suspending performance of the obligations of the affected Party, provided however that such Party immediately notifies the other Party of its occurrence by registered letter with acknowledgement of receipt within three (3) calendar days from occurrence of the event, uses its best efforts to limit its consequences and resumes performance of the Agreement as soon as the force majeure event or circumstances disappear or cease. The Party affected by force majeure shall cooperate with the other Party in order to limit as much as possible the detrimental consequences of the non-performance of the Agreement.

However, if the force majeure event lasts more than one (1) month, each Party will have the right to terminate the Agreement automatically by sending a registered letter with acknowledgement of receipt with immediate effect.

No damages or refund may be claimed in such a situation.

Article 14. Confidentiality

Information exchanged by the Parties under the Agreement is confidential.

The obligations of this article apply both in the event of voluntary disclosure and in the event of negligence or involuntary disclosure of any kind.

The Parties agree that all information is considered confidential information (the "Confidential Information"), whatever the form and/or medium used:

• All information, analyses, studies and other documents, in any form, relating to the existence and content of discussions between the Parties;
• The Parties' methodologies, products, tools and software, hardware, industrial models and data, as well as any updates, modifications or additions thereto;
• Other information identified as confidential by the Parties.

The Parties undertake to use the Confidential Information, directly or indirectly, in whole or in part, solely for the purposes for which such Confidential Information is disclosed and in particular for performance of the Agreement. The Parties also undertake not to sell, assign, license, market, transfer or dispose of any Confidential Information for the benefit of any third party.

The foregoing does not prevent WEEKI from continuing to exploit the Deliverables under the terms of the "Intellectual Property Rights" article.

The Parties may, however, be required to disclose Confidential Information where required to do so by law or an institution (court, administration). In such case, the Party must inform the other Party in advance to allow it to take any legal action to obtain protective measures.

This confidentiality obligation does not apply where:

• One Party can prove that such Confidential Information results from an activity carried out for its own needs or for the benefit of an independent third party acting in good faith;
• The Confidential Information was in the public domain on the date it was disclosed;
• The Confidential Information becomes publicly available through publication or other means of communication, unless this is due to a fault or negligence of the receiving Party;
• The receiving Party can prove that it was disclosed to it or can be disclosed to it by a third party without breaching a confidentiality obligation;
• Where the information was disclosed in order to be disclosed (for example, Content).

At the end of the Agreement, the Parties undertake to delete all Confidential Information they became aware of during performance of the Agreement, unless they are required to retain it to comply with their legal obligations.

Notwithstanding the foregoing, WEEKI remains free to retain and use the Client's Data as provided in the "Use of the Client's Data by WEEKI" article.

The confidentiality obligation shall survive for a period of three (3) years from the effective date of total termination of the Agreement.

Article 15. General Provisions

15.1. Use of trademarks and logos

All trademarks and logos used by WEEKI to identify its products, produce its marketing brochures and draft its official documents are protected by intellectual property rights. They are the exclusive property of WEEKI.

The Client has no right to reproduce or use these trademarks and logos. In addition, the Client is not authorised to remove the trademarks, logos, copyrights and any notices relating to intellectual property rights used by WEEKI to identify its products.

15.2. Insurance

WEEKI undertakes to take out an insurance policy with a notoriously solvent insurer and to keep it in force throughout the term of the Agreement, covering the consequences of the liability it may incur in performing the Agreement.

WEEKI will provide evidence of insurance upon written request, up to once per year.

15.3. Reference

The Client agrees that WEEKI may use its name or logo as a reference in its commercial documents (including its website).

15.4. Assignment

Neither Party may assign or transfer its rights and obligations under this Agreement without the other Party's prior written consent. However, WEEKI is authorised to transfer its rights and obligations under this Agreement within its group of companies, as defined by the French Commercial Code, or to the surviving entity of any merger, sale or combination in which it participates, or to the acquirer of all or a substantial part of its shares or business.

15.5. Communications

Any registered letter with acknowledgement of receipt is deemed received and takes effect on the date of first presentation.

Notwithstanding the cases of notice by registered letter, the Parties may exchange information by electronic means, secure or not, in the performance of the Agreement. The Parties agree to give full evidentiary value to email and, more generally, to electronic communications between them.

Unless otherwise provided in the Agreement, electronic files, data, messages and records kept in each Party's IT systems will be accepted as evidence of communications, agreements and payments between them.

15.6. Non-exclusivity

Without prejudice to the clauses relating to intellectual property and to Content created specifically for the Solution, the Parties retain the right to enter into an agreement with another party for an object identical or similar to that of the Agreement.

15.7. Relationship between the Parties

The Parties declare that the Agreement may in no case be considered as creating any legal entity or legal relationship, and that any form of affectio societatis is formally excluded from their relationship.

15.8. Severability

If any clause of the Agreement is held null and void under applicable law or a final court decision, it will be deemed unwritten, without rendering the Agreement as a whole void; the Parties remain bound to each other and the validity of the other provisions is not affected.

The other provisions of the Agreement remain unchanged and continue to apply as if the null and void provisions were no longer included in the Agreement, except where they are inseparable from the provision deemed unwritten.

In such case, the Parties will consult to agree on a new clause replacing the one held null and void, it being understood that the new clause will as far as possible respect the spirit and economic impact for the Parties of the initial clause.

15.9. No waiver

The Parties mutually agree that the fact that one Party tolerates a situation does not have the effect of granting the other Party any vested rights.

Furthermore, such tolerance cannot be interpreted as a waiver of the rights in question.

15.10. Survival

Any provision of the Agreement which by its nature extends beyond the termination date shall continue until fully performed and shall apply to the respective assignees of both Parties.

15.11. Headings

In the event of any difficulty in interpreting between a heading appearing at the start of contractual clauses and any clause, the headings shall be deemed non-existent.

15.12. Disputes

The Parties elect domicile at the addresses indicated in the Agreement.

The Agreement is drafted in English and governed by French law.

Failing amicable agreement between the Parties pursuant to the "Termination" article, the dispute shall be submitted to the Commercial Court of Lille Métropole (Tribunal de commerce de Lille Métropole), whose jurisdiction is expressly acknowledged, including in summary proceedings, third-party proceedings or multiple defendants.

Article 16. Provisions applicable to Consumers

16.1. Scope

This Article applies only where the Client is a Consumer (in practice, a subscriber to the Student Plan). It prevails over any contrary provision of the GTC. No provision of the GTC may deprive the Consumer of the protection afforded by the mandatory provisions of the French Consumer Code; in particular, the limitations of liability of Articles 5.2 and 12 and the jurisdiction clause of Article 15.12 do not apply to the Consumer to the extent that the law prohibits them.

16.2. Pre-contractual information and price

Before the Order, WEEKI provides the Consumer, in a clear and comprehensible manner, with the essential characteristics of the Plan, its total price inclusive of all taxes, its duration, the conditions of its renewal and termination, and the information relating to the right of withdrawal.

16.3. Right of withdrawal

The Consumer has a period of fourteen (14) days from the conclusion of the contract to withdraw from it, without giving any reason and without incurring any costs other than those provided for in Article 16.4. To exercise this right, the Consumer notifies WEEKI of its decision by an unequivocal statement, sent through the support available in the Solution or by email to contact@weeki.io, for example using the model withdrawal form appended as Appendix 3. WEEKI reimburses all payments received within fourteen (14) days of being informed of the withdrawal, using the same means of payment as the one used for the initial transaction.

16.4. Immediate performance and waiver

If the Consumer wishes to use the paid Plan before the end of the withdrawal period, it expressly requests it when placing the Order. If the Consumer then withdraws, it pays an amount proportionate to the service provided until it informed WEEKI of its withdrawal.

For digital content not supplied on a tangible medium (in particular Content purchased in the Marketplace or the Academy), the right of withdrawal cannot be exercised once performance has begun with the Consumer's prior express consent and its express acknowledgement that it thereby loses its right of withdrawal.

16.5. Renewal and termination online

The Student Plan is a monthly subscription, renewed automatically. The Consumer may terminate it at any time, online and in a few clicks, from the account settings of the Solution; termination takes effect at the end of the current monthly period and no further payment is due.

16.6. Legal guarantee of conformity

The Consumer benefits from the legal guarantee of conformity for digital content and digital services provided for by the French Consumer Code. Any lack of conformity may be reported through the support available in the Solution.

16.7. Consumer mediation

In the event of a dispute, the Consumer first sends a written complaint to WEEKI through the support available in the Solution. If no solution is found, the Consumer may refer the matter, free of charge, to the consumer mediator: CM2C (Centre de la Médiation de la Consommation de Conciliateurs de Justice), 14 rue Saint-Jean, 75017 Paris, France — https://www.cm2c.net. The Consumer may also bring an action before the competent court in accordance with the rules of the French Code of Civil Procedure and the French Consumer Code.

Appendix 1 - SLA

Solution availability

This part of the SLA does not apply to offers with on-premise hosting.

WEEKI shall ensure availability of the Solution on a twenty-four (24) hours a day, seven (7) days a week basis, and WEEKI will use reasonable efforts to ensure availability of 99% per calendar month, subject to any testing or installation phase and any interruptions necessary for repair or maintenance of the Solution.

Any planned testing or installation phase, as well as any planned interruption necessary for repair and technical maintenance of hardware or software are excluded from this availability requirement.

Support

Technical support requests may be submitted directly within the User Account.

Maintenance requests will be handled during the following time slots: 9 a.m. to 6 p.m. Paris time, France, Monday to Friday, excluding French public holidays. Any Maintenance request outside these time slots will be deemed to have been submitted on the next support business day.

WEEKI will acknowledge receipt to the Client and undertakes to use its best efforts to provide appropriate technical assistance within a reasonable period from sending such acknowledgement, taking into account the difficulty and content of the request.

Technical assistance will be provided in French or English.

Appendix 2 - Personal Data

This Appendix does not apply to offers with on-premise hosting, as the Client's Data and Personal Data are then not hosted by WEEKI but directly by the Client.

This document is considered an appendix to the Agreement.

The Client Data imported into the Solution are the exclusive property of the Client.

The Client may therefore import Personal Data into the Solution, which may be data of its customers and their orders. Such import may also be carried out through interconnections requested by the Client and implemented by it. The Client represents that it has the right to import Personal Data into the Solution and is solely responsible for the Data imported into the Solution.

WEEKI records and retains the Data created or generated on the User Account, unless different instructions have been agreed in advance or expressly requested by the Client, it being understood that any deletion or modification of such content by the Client or a User on its User Account remains the sole responsibility of the Client.

Data are imported into the Solution only for the time necessary for their processing by the Solution.

Information relating to the User is deleted once the User Account is deleted, under the conditions set out in this appendix.

WEEKI and the Client both undertake to comply with their obligations relating to the processing of personal data, in particular the GDPR.

Under the Agreement, WEEKI acts as a data processor, the Data integrated by the Client into the Solution being integrated by the Client as data controller.

The Data are hosted in the European Union, and for information purposes only, in France (Paris region). Some Sub-processors listed below are established outside the European Union or may process data there; the corresponding transfers are governed as indicated in the table below.

WEEKI is authorised to process, on behalf of the Client, the Personal Data necessary for provision of the Solution, as follows:

The nature of the operations carried out on the data is as follows:

Hosting, collection, recording, organisation, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

The purpose(s) of the processing are as follows:

• Provide access to the Solution, as well as any related information, in accordance with the Agreement.
• Enable operation of the Solution.
• Manage the commercial relationship with the Client.
• Manage the Solution and perform internal operations (e.g., remedy defects, analyse data, conduct tests, research, statistical surveys, etc.).
• Ensure the security of the Solution.
• Manage requests to exercise rights by data subjects.

The data processed are as follows (it being understood that some of them are optional for use of the Solution; the Client may add or amend them under its sole responsibility):

• Identification: first name, last name, email address, password (stored as a hash), Google or single sign-on (SSO) identifiers where used;
• Profile: display name, job, language, instructions given to the assistant;
• Organisation: name of the organisation, role (owner or user), workspaces and boards accessible;
• Content and Data created or imported in the Solution, including conversations with the AI Features and their Outputs;
• Usage and consumption: Credit consumption logs, activity logs;
• Security: IP address and sign-in attempts, used only to limit abusive attempts and kept for the duration of the limitation window;
• Support: support requests and, where the User chooses to attach them, screenshots and technical logs of the browser;
• Communications: log of the emails sent by the Solution (address, subject, time and outcome);
• Consents: date and version of the GTC accepted, choice regarding information emails;
• Billing (managed through the payment provider): company details, invoices; payment card data are processed by the payment provider and are not stored by WEEKI.

To perform the Agreement, the Client must include the following necessary information in the Solution:

• First name
• Last name
• Email
• Password

WEEKI undertakes to:

• Process the Data only for the purposes of performing the Agreement.
• Process the Data in accordance with the Client's documented instructions, as set out in the Agreement or provided by the Client. If WEEKI considers that an instruction constitutes a breach of the GDPR or any other provision of Union law or Member State law relating to data protection, it shall immediately inform the Client. In addition, if WEEKI is required to transfer Data to a third country or an international organisation under Union law or the law of the Member State to which it is subject, it must inform the Client of that legal requirement prior to processing, unless the relevant law prohibits such information for important reasons of public interest.
• Ensure the confidentiality of the personal data processed, in accordance with the framework provided by the Agreement.
• Ensure that persons authorised to process personal data under the Agreement: are bound by confidentiality or are subject to an appropriate statutory obligation of confidentiality. receive the necessary training on personal data protection.
• Take into account, with respect to its tools, products, applications or services, the principles of data protection by design and data protection by default.

Regarding sub-processing:

WEEKI may engage another processor (the "Sub-processor") to carry out specific processing activities. In that case, it will inform the Client in advance and in writing of any intended changes concerning the addition or replacement of other Sub-processors. The Client will then have seven (7) days to raise any duly justified objections. In the absence of objection, the change will be deemed accepted. In case of objection, the Parties shall meet to find a solution. Failing a solution, the Client may terminate the Agreement with thirty (30) days' notice after sending a formal request to that effect by registered letter with acknowledgement of receipt.

This information must clearly indicate the outsourced processing activities, the identity and contact details of the Sub-processor and the dates of subcontracting. It is understood that WEEKI already uses the following Sub-processor for provision of the Solution, which the Client accepts:

The Sub-processor is required to perform the obligations of the Agreement on behalf of the Client and in accordance with the Client's instructions. It is for WEEKI to ensure that the Sub-processor provides sufficient guarantees that appropriate technical and organisational measures are implemented so that processing meets the requirements of the GDPR. If the Sub-processor fails to comply with its data protection obligations, WEEKI remains fully liable towards the Client for performance of the Sub-processor's obligations.

Where the Client connects third-party services to the Solution (such as Google Workspace, Notion, Slack, GitHub, HubSpot, Dropbox or Salesforce), WEEKI stores the access tokens and processes the data retrieved on the Client's instructions; those services are chosen and managed by the Client and are not Sub-processors of WEEKI.

Right to inform data subjects: the Client must ensure that it has obtained the consent of data subjects when integrating their Personal Data into the Solution.

Exercise of data subject rights: to the extent possible, WEEKI assists the Client in meeting its obligation to comply with requests to exercise data subject rights: right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, right not to be subject to automated individual decision-making (including profiling). The Client provides data subjects with a contact address for such requests and responds to them in accordance with its legal obligations. The Client is responsible for forwarding to WEEKI any request relating to the Data from a data subject.

Data breach notification:

WEEKI will notify the Client of any Personal Data breach within a maximum of forty-eight (48) hours after becoming aware of it, at the email address provided by the Client.

The notification contains at least:

• A description of the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• the name and contact details of the data protection officer or other contact point where more information can be obtained;
• a description of the likely consequences of the personal data breach;
• a description of the measures taken or that WEEKI and the Client propose to take to remedy the Personal Data breach, including, where appropriate, measures to mitigate possible adverse effects.

If and insofar as it is not possible to provide all of this information at the same time, the information may be provided in phases without undue delay.

The Parties then agree which Party is responsible for notifying the competent supervisory authority, and the other Party provides assistance for this purpose.

The Client shall notify any data subject affected by the Personal Data breach as soon as possible when the breach is likely to result in a high risk to the rights and freedoms of a natural person. WEEKI will use its best efforts to assist the Client in this respect.

The communication to the data subject describes, in clear and plain language, the nature of the personal data breach and contains at least:

• a description of the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• the name and contact details of the data protection officer or other contact point where more information can be obtained;
• a description of the likely consequences of the personal data breach;
• a description of the measures taken or that WEEKI and the Client propose to take to remedy the Personal Data breach, including, where appropriate, measures to mitigate possible adverse effects.

Additional WEEKI obligations:

• Use its best efforts to assist the Client in connection with its personal data protection obligations (including assistance with conducting a data protection impact assessment, where necessary).
• Implement, on a best-efforts basis, cybersecurity practices compliant with industry standards.
• Within thirty (30) days from the end of the Agreement, delete all Personal Data (except backup copies, deleted according to the backup cycle of at most 400 days) or transmit them to the processor designated by the Client, upon the Client's express written request made before the end of the Agreement. This provision does not apply to Personal Data that must be retained for a longer period under laws or regulations.
• During the term of the Agreement and in the event of termination of the contractual relationship, whatever the cause, WEEKI undertakes to return to the Client, free of charge, all of the Client's Data in an open format that can be readily read in an equivalent environment, in compliance with the right to data portability. Such Data can be exported by the Client at any time from the Solution (ZIP archive) and through the API, and for thirty (30) days after the end of the Agreement.
• Provide the Client with the name and contact details of its data protection officer, if it has appointed one pursuant to Article 37 of the GDPR. Any request relating to personal data can be submitted directly within the user account.
• Keep a written record of all categories of processing activities carried out on behalf of the Client, including: The name and contact details of the Client, any sub-processors and, where applicable, the data protection officer. The categories of processing carried out on behalf of the client. Where applicable, transfers of personal data to a third country or an international organisation, including identification of that third country or international organisation and, in the case of transfers referred to in Article 49(1), second subparagraph, of the GDPR, documents evidencing the existence of appropriate safeguards. Where possible, a general description of the technical and organisational security measures listed above.
• Provide the Client with the documentation necessary to demonstrate compliance with all of its obligations and allow audits relating to compliance with this appendix, including inspections, by the Client or another auditor appointed by it who is not a competitor of WEEKI, and contribute to such audits on a best-efforts basis. It is agreed that these audits will be carried out remotely.

The Client undertakes to:

• Provide WEEKI with the information necessary for performance of WEEKI's obligations under the Agreement.
• Record in writing any instruction regarding the processing of data by WEEKI.
• Ensure, before and throughout the duration of the processing, that WEEKI complies with the obligations provided for by the European regulation on data protection.

The Client remains fully responsible for ensuring that its choices, settings and use of the Services (including Professional Services, Automations, Marketplace content and custom creations) comply with applicable law and undertakes, before making any decision, to involve any competent person likely to advise it in this respect, such as an internal or external data protection officer or legal counsel. The Client is in particular responsible for ensuring that the automations it implements and the content it acquires or creates via the platform comply with all applicable regulations, including with respect to personal data protection and intellectual property.

Appendix 3 - Model withdrawal form

This Appendix applies only to Clients acting as Consumers, in accordance with Article 16.3.

(Complete and return this form only if you wish to withdraw from the contract.)

To the attention of WEEKI, 2 Avenue Léon Jouhaux, 59000 Lille, France, email: contact@weeki.io:

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service (*) / for the supply of the following digital content (*):

Ordered on (*) / received on (*):

Name of the Consumer(s):

Address of the Consumer(s):

Email address used for the User Account:

Signature of the Consumer(s) (only if this form is notified on paper):

Date:

(*) Delete as appropriate.