Last updated on 2 October 2026

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This English version is provided for information purposes only. In the event of any discrepancy between the French and English versions, the French version shall prevail.

These general terms apply between WEBYN, a French société par actions simplifiée with a share capital of 25,802 euros, registered with the Nanterre Trade and Companies Register under number 949 963 136, whose registered office is located at 11 bis rue Gramme, 92270 Bois-Colombes, France, represented by its duly authorised President (hereinafter "WEBYN"), and the customer identified in the Quote (the "Customer"), and govern the Customer's use of all the services provided by WEBYN (the "Services").

WEBYN and the Customer are referred to individually as a "Party" and collectively as the "Parties".

PLEASE READ THESE GENERAL TERMS CAREFULLY. BY SUBSCRIBING TO THE WEBYN SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE LATEST VERSION OF THE AGREEMENT, NAMELY THE FOLLOWING DOCUMENTS, LISTED IN ORDER OF PRIORITY:

• the Quote, together with any schedules and amendments thereto;
• these General Terms.

These General Terms of Sale and Use of the Services provided by WEBYN prevail over any other provisions or conflicting terms that may appear in the Customer's general terms of purchase or in any other document of the Customer.

1. DEFINITIONS

a. "Subscription" means the Customer's subscription to the WEBYN Service, which may be at one of three levels: boost, scale and elevate.

b. "Defect" means any malfunction of all or part of the Solution that does not correspond to its normal operation while the Solution is used in accordance with its purpose, the Agreement and WEBYN's instructions. A Defect may be of three levels: Critical, Major or Minor.

"Critical Defect" means any Defect that makes it impossible to use all or part of the essential features of the Solution, with no workaround available.

"Major Defect" means any Defect that impairs the operation of the Solution but for which a workaround exists.

"Minor Defect" means a Defect that impairs, without interrupting, all or part of a function of the Solution.

c. "Excused Downtime" means any Defect constituting a case of force majeure within the meaning of Article 22.a. Excused Downtime is not taken into account in the calculation of the Monthly Availability Rate.

d. "User Account" means a User's personal space on the Solution, accessible by means of their Credentials;

e. "General Terms" means this document setting out the terms and conditions under which WEBYN provides the Services to the Customer in return for the Customer's payment of the Subscription Fee and the Fees;

f. "Customer Content" means all content and materials (including without limitation databases, reports and documents), data and information that the Customer transmits, uploads or transfers by any means to the WEBYN Environment (and/or stores within the WEBYN Environment), as well as the browsing and interaction data of visitors to the Customer's website collected by the WEBYN Plugin on behalf of the Customer (the "Collected Data"), excluding WEBYN Environment Data;

g. "WEBYN Content" means all content and materials (including without limitation databases, reports and documents) contained in and/or generated by the Solution, excluding any Customer Content;

h. "Agreement" means the Quote, together with any schedules and amendments thereto, and these General Terms;

i. "Effective Date" means the date on which the Agreement enters into force. By default, the Effective Date is the date on which the Agreement is signed, unless otherwise stated in the applicable Quote;

j. "WEBYN Service Description" means the description of the features of the WEBYN Service subscribed to by the Customer, as detailed in the Quotes;

k. "Quote" means the contractual document setting out (i) the WEBYN Service Description, (ii) the Term of the Agreement and (iii) the Subscription Fee and the Fees payable by the Customer;

l. "WEBYN Environment Data" means the data and information collected, derived or otherwise generated by the WEBYN Service that have been anonymised and/or aggregated so as not to identify, or allow the identification of, any individual. WEBYN Environment Data form part of the WEBYN Content;

m. "Intellectual Property Rights" means all intellectual property rights of any kind whatsoever, including without limitation patents, trademarks, designs and models, registered designs, copyright, sui generis database rights, rights in confidential information, know-how and domain names, and all similar rights existing in any country, together with the right to assert any of these rights anywhere in the world.

n. "Term" has the meaning given to it in Article 2.c;

o. "Customer Environment" means the technical environment (including hardware, network installations and software) belonging to the Customer, on which the Customer will install the WEBYN plugin;

p. "WEBYN Environment" means the environment and technical facilities managed and made available to the Customer by or on behalf of WEBYN in connection with the provision of the Services;

q. "Fees" means the price payable by the Customer to WEBYN for the provision of the Professional Services by WEBYN, as stated in the applicable Quote;

r. "Credentials" means each User's personal username ("login") and the related password allowing Users to log in to the Solution;

s. "Unavailability" means any event during which the Solution is (i) totally inaccessible due to a total loss of connectivity to the Solution, where such loss of connectivity results from a malfunction of the network or equipment under WEBYN's control, or (ii) unusable due to a Critical Defect, excluding Scheduled Maintenance and Excused Downtime;

t. "Deliverables" means the items produced specifically for the Customer in the course of the Services, including page variants, copy, visuals, mock-ups, landing pages, reports and recommendations;

u. "Scheduled Maintenance" means scheduled maintenance events on the Solution, provided that such events take place between 10 p.m. and 8 a.m. Scheduled Maintenance is not taken into account in the calculation of the Monthly Availability Rate.

v. "WEBYN Plugin" means the JavaScript script published by WEBYN and provided to the Customer as a tag to be integrated into the pages of its website, either directly or through a tag manager, which enables in particular the collection of browsing data, the display of experiments and personalisations and, more generally, the operation of the WEBYN Service on the Customer's website. The WEBYN Plugin forms an integral part of the Solution;

w. "Subscription Fee" means the periodic fee payable by the Customer to WEBYN in return for the provision of the WEBYN Service, the amount of which varies according to the Subscription taken out by the Customer and the monthly traffic of the Customer's website, as specified in the applicable Quote;

x. "Services" means collectively all the services provided by WEBYN under the Agreement;

y. "Professional Services" means the consulting, training and/or implementation services provided by WEBYN at the start of the Subscription;

z. "WEBYN Service" means the conversion rate optimisation service for the Customer's website, provided by WEBYN on a software as a service basis through the Solution;

aa. "Solution" means the WEBYN software solution published by WEBYN and accessible on a software as a service basis, enabling the Customer to access the WEBYN Service;

bb. "Monthly Availability Rate" means the availability rate of the Solution measured per calendar month, as a percentage, and obtained by applying the following formula:

Monthly Availability Rate = [(Total number of minutes - Duration of Unavailability in minutes) / (Total number of minutes)] × 100

cc. "User" means collectively the Internal User(s) and the External User(s).

dd. "Key User" means the individual employed by the Customer who has been trained by WEBYN to use the Solution and the WEBYN Service.

ee. "External User" means any individual external to the Customer who is authorised by the Customer to access and use the Solution for the Customer's own internal purposes.

ff. "Internal User" means any individual employed by the Customer who is authorised by the Customer to access and use the Solution for the Customer's own internal purposes.

2. ENTRY INTO FORCE AND TERM

a. The Agreement enters into force on the Effective Date for the commitment period stated in the Quote, which may not be less than twelve (12) months unless expressly provided otherwise in the Quote, or, if no period is stated in the Quote, for a period of twelve (12) months (the "Initial Term").

b. The Initial Term will be automatically renewed for successive periods of twelve (12) months or of the period provided for in the Quote (each a "Renewal Term"), unless either Party notifies the other of its intention not to renew the Agreement by registered letter with acknowledgment of receipt, with a minimum notice period of ninety (90) days before the expiry of the Initial Term or of the current Renewal Term (as applicable).

c. The Initial Term and the Renewal Term(s) are collectively referred to herein as the "Term".

3. IMPLEMENTATION OF THE WEBYN SERVICE

a) Technical prerequisites

i) In order for WEBYN to be able to provide the WEBYN Service, the Customer must install the WEBYN plugin on the Customer Environment. Failing this, no Service can be provided, for which WEBYN cannot be held liable.

ii) WEBYN provides remote access to the Solution on a SaaS (Software as a Service) basis, via the Internet, through a secure connection (https) and a dedicated URL. Access to and use of the WEBYN Service require the Customer Environment to meet the following technical prerequisites: (i) an e-commerce platform or CMS allowing a third-party script to be integrated on all relevant pages; (ii) a content security policy and a consent management platform allowing the WEBYN Plugin to be loaded and run; (iii) the use by Users of a web browser in a version supported by its publisher; (iv) a high-speed Internet connection. WEBYN may specify or update these prerequisites to take account of technical developments; any change that would exclude an environment that was previously compatible and is used by the Customer shall be notified to the Customer at least three (3) months in advance. WEBYN cannot be held liable for any unavailability of and/or difficulty in accessing the WEBYN Service caused by a failure or inadequacy of the Customer's Internet connection.

iii) The Customer shall inform WEBYN in writing at least ten (10) business days before any change to the Customer Environment that is likely to affect the operation of the WEBYN Plugin, including a website redesign, a change of CMS or e-commerce platform, or a change to the tag manager, the content security policy or the consent management platform. WEBYN shall not be liable for any malfunction resulting from a change that has not been notified within this period, nor for any unavailability of the Service during the period reasonably required to adapt it. Any adjustments made necessary by such a change may be invoiced as Professional Services, subject to a prior quote accepted by the Customer.

b) Prerequisites relating to access to and identification on the Solution

i) Creation of User Accounts by WEBYN. User Accounts are created by WEBYN on the basis of the information previously provided by the Customer. Following the creation of each User Account, the User must create their password and confirm the creation of their User Account. A User Account may only be associated with a single User designated by the Customer.

ii) Identification on the Solution. Access to the Solution is made using the Credentials. The Credentials are personal and strictly confidential. Accordingly, the Customer undertakes not to disclose them to any third party. They are used under the sole responsibility of the Customer. Should the Customer become aware of any unauthorised access to or disclosure of the Credentials, it shall be the Customer's responsibility (i) to change the Credentials and (ii) to inform WEBYN without delay so that WEBYN can take any appropriate measures.

c) Implementation of recommendations outside the WEBYN Service

The Customer undertakes not to implement directly on its website any recommendations issued by WEBYN unless they have gone through a validated A/B testing phase, except with WEBYN's prior written consent. If a recommendation is implemented directly without prior testing:

i) The recommendation concerned will be deemed to be an experiment used up under the monthly package or the volume of experiments provided for in the Agreement.

ii) The Customer undertakes to inform WEBYN of this decision by email as soon as possible.

iii) WEBYN shall in no event be held liable for any negative effects, loss of performance or technical impacts resulting from the direct implementation of a recommendation without an experimentation phase. The Customer assumes full responsibility for this decision.

4. WEBYN SERVICE

Subject to payment of the Subscription Fee set out in the applicable Quote, WEBYN will provide the WEBYN Service to the Customer. The WEBYN Service includes:

• analysis of visitor journeys on the Customer's website;
• automated recommendations;
• experimentation and personalisation;
• reporting;
• access to and use of the Solution,

it being specified that the WEBYN Service differs according to the Subscription chosen by the Customer, as detailed in the WEBYN Service Description.

5. PROFESSIONAL SERVICES

In return for payment of the Fees, WEBYN will provide the Professional Services as described in the WEBYN Service Description.

6. HOSTING AND SECURITY

a. The Customer acknowledges and agrees that WEBYN will host and maintain the WEBYN Environment, the WEBYN Content and the Customer Content on its own infrastructure or on the infrastructure of appropriately selected third-party providers.

b. The Customer acknowledges and agrees that it must take all prudent measures to mitigate any adverse effects of the loss of or damage to Customer Content integrated into the WEBYN Environment, in particular by keeping up-to-date copies of such Customer Content and by making its own regular back-ups of such Customer Content.

c. WEBYN undertakes to secure access to and use of the Solution in accordance with this Article. In this respect, the Credentials are intended to restrict access to the Solution to the Users designated by the Customer and to protect the integrity and availability of the Solution. Notwithstanding the foregoing, in the current state of the art, no security measure can rule out all risks of loss, alteration, misappropriation or interception of data travelling over the Internet, nor all risks of intrusion into any infrastructure connected to such a network.

d. WEBYN implements appropriate technical and organisational measures to ensure the security of the Solution and of the hosted data, including as a minimum: (i) hosting of the Solution and the data in data centres located in the European Union, with Google Cloud Platform; (ii) encryption of data in transit and at rest; (iii) access management based on the principle of least privilege, with strong authentication for administrative access; (iv) daily back-ups retained for thirty (30) days; (v) logging of access and sensitive operations; (vi) notification to the Customer of any security breach affecting its data within forty-eight (48) hours of WEBYN becoming aware of it.

e. WEBYN requires its technical subcontractors (hosting, storage, infrastructure) to comply with security and confidentiality obligations at least equivalent to those set out in this Article. The list of these subcontractors is provided to the Customer upon request.

7. SUPPORT

The support service consists in handling Defects in the Solution reported by the Customer. Support is provided by WEBYN by email at clients@webyn.ai, from 9:00 a.m. to 6:00 p.m., Monday to Friday ("Business Hours").

Time periods expressed "during Business Hours" run only during Business Hours, Monday to Friday, excluding public holidays in mainland France. A report received outside Business Hours is deemed received at the next opening time. For example, a Critical Defect reported on a Friday at 5:00 p.m. must be handled by 11:00 a.m. on the following Monday at the latest.

8. MAINTENANCE

a) Evolutive maintenance

As part of the continuous improvement of the Solution and the WEBYN Service, WEBYN may install updates or new versions for technical, strategic or commercial reasons, provided that such a change (i) does not remove a feature described in the WEBYN Service Description without replacing it with an equivalent feature and (ii) does not cause service levels to fall below those provided for in Article 8.c.iv. These maintenance operations are carried out during scheduled maintenance. In the event of a major development of the WEBYN Service, WEBYN may revise the Subscription Fee. The revision shall be notified to the Customer in writing at least sixty (60) calendar days before its effective date. A Customer who refuses the revision may terminate the Agreement in writing, an email being sufficient, at any time until the effective date of the revision. Termination takes effect on that date, without cost or penalty, the previous Subscription Fee remaining applicable until that date.

b) Regulatory maintenance

Regulatory maintenance consists in modifying the Solution to ensure its compliance with the requirements of the legislation and/or regulations applicable to the field covered by the features of the Solution. Bringing the Solution into compliance with new mandatory legislation or regulations in France may require the development of new versions or modules, the implementation of a new technology or a major overhaul and, consequently, may change the Subscription Fee, in accordance with the notification and termination conditions provided for in Article 8.a.

c) Corrective maintenance

i) Reporting of Defects

The Customer shall report to WEBYN, as soon as possible, any Defects it has identified by opening a ticket through the means made available to it as set out in Article 7.

Any message or request sent to another address or by any other means will not be taken into account by WEBYN and will not trigger the support service.

For each Defect report, the Customer undertakes to describe the nature of the Defect precisely. To this end, the Customer's report must include:

• a description of the Defect;
• its duration;
• the feature(s) of the WEBYN Service affected;
• the period during which the Defect was observed;
• the procedure for reproducing the Defect, documented with screenshots and videos;
• the configuration of the workstation used (web browser and OS).

The Customer undertakes to have Defect reports and their follow-up handled by the Key User, who must have the technical skills required to communicate effectively with WEBYN and its support staff. The Customer shall provide WEBYN with the name of this Key User.

ii) Handling of Defects and resolution times

WEBYN will use its best efforts to respond within the response and resolution times set out below. The response time means the total time elapsed from the moment the Defect is reported to WEBYN by the Customer, in accordance with Articles 7 and 8.c.i hereof, until the moment the Defect is taken in charge by WEBYN. The resolution time means the total time elapsed from the moment the Defect is taken in charge by WEBYN until the moment the Defect is fixed, either by means of a workaround or by means of a permanent fix.

• Critical Defect: Response time: 3 hours during Business Hours; Resolution time: within 48 hours during Business Hours
• Major Defect: Response time: 6 hours during Business Hours; Resolution time: within 72 hours during Business Hours
• Minor Defect: Response time: as soon as commercially practicable; Resolution time: in the first update of the Solution following the report of the Defect

The Customer undertakes to cooperate with WEBYN in correcting Defects. In particular, WEBYN may ask the Customer for access to its systems and/or servers in order to correct the Defect. Any refusal and/or lack of authorisation on the part of the Customer will suspend the resolution time until the Customer grants WEBYN the requested access.

iii) Exclusions

Corrective maintenance does not cover problems:

• that cannot be reproduced or are not documented;
• resulting from a case of force majeure within the meaning of Article 22.a, or from a failure of public telecommunications networks or of the Customer Environment, it being specified that failures of the suppliers and subcontractors used by WEBYN to provide the Services, including its hosting providers, do not constitute grounds for exclusion;
• resulting from unauthorised access to the Solution through the Customer's passwords or equipment, or from the Customer's failure to comply with appropriate security policies;
• related to the Customer's use of hardware, accessories, supplies and/or services not provided by WEBYN;
• following an intervention by personnel other than WEBYN's, without WEBYN's prior written consent;
• resulting from the Customer's abnormal or non-compliant use of the Solution.

In such cases, WEBYN closes the report and informs the Customer by email, stating the reasons for closing it. If the Customer makes a request that falls outside the scope of WEBYN's support service, WEBYN may nevertheless intervene at the Customer's request, on the basis of its current rates or of an intervention proposal subject to the Customer's acceptance.

Furthermore, WEBYN shall not be responsible for maintenance if the Customer refuses to cooperate with WEBYN in resolving Defects, in particular if the Customer refuses to answer questions and requests for information.

iv) Availability commitment and service credits

WEBYN undertakes to keep the Solution available at a Monthly Availability Rate of 99% (the "Monthly Service Commitment"). If the Monthly Service Commitment is not met, the Customer may claim fixed service credits. The amount of the fixed service credit is five percent (5%) of the monthly fee.

For the Customer's claim to be processed by WEBYN, it must state the following information: the dates and times of Unavailability observed by the Customer.

WEBYN undertakes to provide the Customer with an availability report within 72 business hours of a written request from the Customer.

The amount of the service credits will be issued as a credit note or deducted from the monthly fee invoices.

The computerised records kept in WEBYN's IT systems may be made accessible by WEBYN at the Customer's request to enable the Customer to extract data from them. At the Customer's request, WEBYN will provide the Customer with the method used to calculate the Monthly Availability Rate.

The total amount of service credits payable by WEBYN for failure to meet the Monthly Service Commitment may not exceed, per calendar year, ten percent (10%) of the annual Subscription Fee payable by the Customer. These service credits are fixed and in full settlement, subject to the termination right provided for below and to cases of gross negligence or wilful misconduct on the part of WEBYN.

If the Monthly Service Commitment is not met for three (3) consecutive months, or for four (4) months within any rolling twelve (12) month period, the Customer may terminate the Agreement by registered letter with acknowledgment of receipt sent within sixty (60) days following the end of the last month concerned. Termination takes effect on the date of receipt of that letter, without cost or penalty for the Customer. WEBYN shall refund the Customer, on a pro rata basis, the Subscription Fee paid in advance covering the period after the effective date of termination.

9. REVERSIBILITY

During the Term and for ninety (90) days following the effective date of termination or expiry of the Agreement (the "Retrieval Period"), the Customer may request in writing a full export of the Customer Content.

WEBYN shall provide the export within thirty (30) calendar days of the request, in a structured, commonly used and machine-readable format (standard SQL or CSV format for data, ZIP format for media files), together with a description of the fields and the data structure enabling their reuse. The export is provided under appropriate security conditions, taking into account the confidentiality of the data and the possible presence of personal data.

One export carried out in accordance with this Article at the end of the Agreement is included in the Subscription Fee. Any additional export, any specific format or any assistance with migration to another solution is invoiced on the basis of WEBYN's current daily rate, according to a quote provided within ten (10) business days and accepted by the Customer.

At the end of the Retrieval Period, WEBYN permanently deletes the personal data contained in the Customer Content, including the Collected Data. The other elements of the Customer Content, including configurations, settings and experiment histories, are retained for twelve (12) months from the end of the Agreement so that they can be returned or the Service resumed at the Customer's request, and are then deleted; the Customer may request their early deletion at any time. Deletions extend to back-ups at the end of their normal thirty (30) day rotation cycle, and WEBYN confirms that they have been carried out upon the Customer's request. Only WEBYN Environment Data, anonymised and aggregated, are retained beyond that.

10. BETA SERVICES

WEBYN may offer the Customer access to services, features or integrations identified as "beta" (the "Beta Services"), the use of which by the Customer is optional. Beta Services are provided on an experimental basis, are not generally available and may contain defects. They are covered neither by the Performance Warranty nor by the Monthly Service Commitment. WEBYN shall not be liable for damage resulting from the risks inherent in their experimental nature, including defects, interruptions, inaccurate results, and changes to or withdrawal of features. This exclusion does not apply to damage resulting from a breach by WEBYN of its security and data protection obligations under Articles 6 and 19, from gross negligence or wilful misconduct on the part of WEBYN, or to any liability that cannot be limited or excluded by law. The Customer or WEBYN may terminate the Customer's access to the Beta Services at any time.

11. INTELLECTUAL PROPERTY RIGHTS

a) Licence granted by WEBYN to the Customer

Subject to the provisions of the Agreement and to payment of the Subscription Fee, WEBYN grants the Customer a limited, personal, non-exclusive, non-transferable and non-assignable right:

• to access and use the Solution and the WEBYN Service;
• to use the WEBYN Content;
• to create, manage and delete User Accounts;
• to grant sub-licences exclusively to External Users authorised by the Customer, under its responsibility, provided that they are not competitors of WEBYN;
• to install and run the WEBYN Plugin on the Customer's website(s) identified in the Quote, the WEBYN Plugin remaining the exclusive property of WEBYN,

solely for the Customer's internal business purposes, to the exclusion of any other purpose, and for the duration of the Term.

b) Reserved rights

No rights other than those expressly referred to in Article 11.a are granted to the Customer. WEBYN retains all rights in: (i) the Solution, the WEBYN Plugin, the WEBYN Service and the Beta Services, including their source and object code, algorithms, models and parameters; (ii) the WEBYN Content, including WEBYN Environment Data; (iii) WEBYN's tools, methods, templates, component libraries and know-how, whether existing or developed during the Term; (iv) any improvements, developments or modifications of the foregoing, including where they result from suggestions or feedback from the Customer.

Subject to full payment of the sums due, WEBYN assigns to the Customer, as and when they are created, the economic rights of copyright in the content elements of the Deliverables designed specifically for the Customer (copy, visuals and mock-ups), including the rights of reproduction, representation, adaptation and modification, on any medium, worldwide, for the legal term of protection, for any use related to the Customer's business. This assignment does not confer any rights in the items referred to in the preceding paragraph, (i) to (iv), in particular the code, templates and reusable components incorporated into the Deliverables, in respect of which WEBYN grants the Customer a non-exclusive, royalty-free licence without time limit, limited to the use of the assigned Deliverables.

c) Customer Content

i) All Customer Content is deemed to belong to the Customer and remains its property. Accordingly, the Customer represents and warrants that it holds the rights, including the Intellectual Property Rights attached to the Customer Content, or has obtained the authorisations necessary for its use and exploitation, enabling it to use the Customer Content in connection with the Services and to provide it to and/or integrate it into the WEBYN Environment. WEBYN cannot be held liable in respect of Customer Content provided by the Customer.

ii) The Customer grants WEBYN, for the Term and for the retention periods provided for in Article 9, a non-exclusive, worldwide, royalty-free right to host, copy, use, transfer and process the Customer Content strictly to the extent necessary for the provision of the Services. This right may be exercised by the subcontractors used by WEBYN in accordance with Article 20, strictly to the extent necessary for the performance of their assignment.

iii) The Customer further authorises WEBYN to produce, from the Customer Content, anonymised and aggregated WEBYN Environment Data that do not allow either the Customer or any individual to be identified, and to use them, including after the end of the Agreement, to improve the Solution, develop new features and train its models.

12. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES

a) Licence restrictions

The Customer shall not, directly or through a User or a third party:

• access and/or reproduce/copy and/or represent all or part of the WEBYN Service in any other manner and/or for any purpose other than those expressly provided for in the Agreement;
• disassemble, decompile or reverse engineer all or part of the WEBYN Service, and/or otherwise attempt in any way to discover the source code, object code or underlying structure or algorithms of the Solution (or any underlying software, documentation or data related to the WEBYN Service);
• modify, adapt, translate and/or create derivative products or works of all or part of the WEBYN Service or any underlying software;
• market, distribute, sell, license, lease, pledge, assign, transfer, host, outsource, promote or otherwise commercially exploit or make available, in any manner whatsoever, all or part of the WEBYN Service or any underlying software;
• use the WEBYN Service or any underlying software for the benefit of a third party, in breach of any applicable law or regulation, or outside the scope expressly authorised by the Agreement;
• allow any third party to access all or part of the WEBYN Service or any underlying software by any means;
• collect, process, store or transmit any Customer Content in breach of any applicable law or regulation, privacy policy, agreement or other obligation that the Customer may maintain with or enter into with its end users;
• collect, transmit or provide to the WEBYN Service, hereunder, personal data that is not necessary for the provision of the Service by WEBYN, including but not limited to biometric or genetic data, social security numbers, driving licence numbers, passport, identity card and/or visa numbers, bank account and/or credit card numbers, or any other sensitive personal data;
• attempt to probe, scan or test the vulnerability of the WEBYN Service, breach the security or authentication measures of the WEBYN Service without proper authorisation, or deliberately render all or part of the WEBYN Service unusable;
• use or access the WEBYN Services to develop a product or service that competes with the WEBYN Service, or carry out any competitive analysis or benchmarking;
• incorporate the WEBYN Service into a product or service that the Customer provides to a third party;
• remove or alter WEBYN's trademark, logo or any other distinctive sign; or
• store, distribute or transmit, through the WEBYN Service, any virus, malicious code or any content that (i) is unlawful, threatening, defamatory or offensive in any way, (ii) facilitates or relates in any way to any unlawful activity and/or (iii) is otherwise unlawful or causes damage or harm to any person or property.

b) Customer responsibilities

The Customer is responsible for:

(a) compliance with the Agreement by its Users;

(b) the Customer Content;

(c) maintaining the security of the Credentials of all its Users and for all acts or omissions carried out under those Credentials;

(d) the lawfulness, accuracy and quality of the Customer Content, in particular by ensuring that the Customer's use of the WEBYN Service to collect, process, store and transmit Customer Content complies with all applicable laws and regulations and with all privacy policies, agreements or other obligations that the Customer may maintain with or enter into with its end users, such as all legally required consents and authorisations;

(e) responding promptly to WEBYN's recommendation proposals;

(f) informing WEBYN of any forthcoming change to the Customer's website that is likely to have an impact on the WEBYN Services, in accordance with Article 3.a.iii;

(g) making reasonable efforts to prevent any unauthorised access to or use of the WEBYN Service;

(h) determining whether the WEBYN Service or the information it generates are accurate or sufficient for the Customer's purposes;

(i) downloading and installing the WEBYN plugin provided by WEBYN on the Effective Date, and keeping it installed throughout the Term. Failing this, WEBYN will not be able to provide the Services.

13. PRICE AND FINANCIAL TERMS

a) Subscription Fee and Fees

i) The Customer shall pay WEBYN the Subscription Fee and the Fees due for the Services, as set out in the applicable Quote. Unless otherwise provided in the Agreement or by law, all obligations to pay the Subscription Fees and Fees are non-cancellable and non-refundable. The Subscription Fee and the Fees correspond to a price calculated on the basis of the rates in force at the time the Agreement is entered into. All prices are stated exclusive of tax and are subject to VAT at the rate applicable on the invoice date.

ii) The Customer acknowledges that the Subscription Fee may increase according to the following variables:

• an increase in the traffic of the Customer's website;
• the subscription to new modules and/or options;
• the subscription to new Professional Services, where applicable.

iii) The Subscription Fee and the Fees will be revised annually on the anniversary date of the Agreement in line with changes in the SYNTEC index, according to the following formula:

P1 = P0 x (S1/S0),

where:

• P1 is the revised price in euros excluding VAT;
• P0 is the price in euros excluding VAT on the Effective Date of the Agreement or the price for the last annual period before the revision;
• S1 is the latest SYNTEC index published on the revision date;
• S0 is the SYNTEC index on the Effective Date of the Agreement or on the date of the last revision.

iv) Should the SYNTEC index cease to be published, the revision will be carried out on the basis of the index officially substituted for it, applying the published linking coefficient. In the absence of an official substitute index, the Parties shall agree in good faith on an index that best reflects changes in costs in the digital services sector. Failing agreement within thirty (30) days, the index will be designated by the President of the Commercial Court of Paris (Tribunal des activités économiques de Paris), at the request of the first Party to act.

b) Invoicing and payment

i) The invoicing terms are described in the applicable Quote.

ii) Any late payment of an invoice will give rise, from its due date until actual payment of the invoice concerned, to late payment interest at a rate equal to three (3) times the French statutory interest rate. In addition, the Customer will automatically be liable for the fixed statutory compensation for recovery costs, set at forty (40) euros by Decree No. 2012-1115 of 2 October 2012.

iii) Furthermore, and without prejudice to any damages, in the event of non-payment of an invoice by its due date, WEBYN shall be entitled to (i) temporarily suspend access to the WEBYN Service until the Subscription Fee is paid, and/or (ii) terminate the Agreement automatically, without prejudice to any other right and/or remedy of WEBYN, under the conditions set out in the "Termination" Article of these General Terms.

14. WARRANTIES

a) Mutual warranties

Each Party represents to the other:

i) that it is duly incorporated and registered, validly exists and complies with the laws applicable in its country of registration;

ii) that the signature and performance of the Agreement will not breach any legal provision applicable to it; and

iii) that the Agreement, once signed, will be binding on it and enforceable against it.

b) WEBYN warranties

i) WEBYN warrants and undertakes to provide the Services in a professional manner, by competent personnel, and in accordance with good practice and generally accepted industry standards.

ii) WEBYN warrants to the Customer that, during the Term, the WEBYN Services will operate materially in accordance with the service levels defined in Article 8.c.iv (the "Performance Warranty").

iii) The Customer's sole remedies for breach of the Performance Warranty are the correction of the non-conformity in accordance with Article 8.c, together with the service credits and the termination right provided for in Article 8.c.iv.

iv) The Performance Warranty will not be deemed breached if the non-conformity results from any of the following events: (a) any combination of the WEBYN Service with third-party technology or software that has not been provided, recommended or authorised by WEBYN; (b) any unauthorised use of the WEBYN Service or use outside the scope of the Agreement; (c) any modification of the WEBYN Service by the Customer; (d) the failure to install, incorrect installation or uninstallation of the WEBYN plugin; (e) any failure to use an up-to-date version of the software component of the WEBYN Service; or (f) the Beta Services. The exclusion referred to in (f) applies within the limits provided for in Article 10 and shall not release WEBYN from its mandatory legal obligations, in particular regarding security and the protection of personal data, or from the consequences of its gross negligence or wilful misconduct.

v) WEBYN gives no express or implied warranty of any kind whatsoever regarding the WEBYN Service, which is provided "as is", and expressly disclaims any implied warranty of fitness for a particular purpose, subject to mandatory legal provisions. The Customer acknowledges that the WEBYN Service has not been designed to meet the Customer's specific requirements and that it is therefore the Customer's responsibility to ensure that the facilities and functions described in the WEBYN Service Description meet its requirements. WEBYN is not responsible for any failure of the WEBYN Service to provide a function not specified in the WEBYN Service Description.

c) Customer warranty

The Customer warrants (a) that the Customer's use of the WEBYN Service or the performance of the Agreement does not and will not conflict with the Customer's obligations towards third parties; (b) that the Customer has obtained all legally required consents and authorisations from its end users for the submission and processing of the Customer Content through the WEBYN Service; (c) the quality, lawfulness and relevance of the Customer Content and that it is not harmful to third parties and/or to WEBYN; and (d) that the Customer Content does not and will not include any personal data other than that necessary for the use of the WEBYN Service.

15. INDEMNIFICATION

a) Indemnification by WEBYN

i) WEBYN undertakes to defend the Customer against any action or claim brought by a third party alleging that the Customer's use of the WEBYN Service, in accordance with the Agreement, infringes a patent, trademark or copyright of that third party enforceable in a country of the European Union in which the Customer uses the WEBYN Service (a "Claim"). WEBYN shall bear (i) the reasonable costs of defending the Claim and (ii) the sums that the Customer is ordered to pay to the third party under an enforceable court decision, or that it pays to the third party under a settlement entered into or approved in writing by WEBYN, in respect of the Claim.

ii) Article 15.a.i does not apply where the Claim results from (a) the Customer Content; (b) a modification of the WEBYN Service that was not made or authorised by WEBYN; (c) the use of a version of the WEBYN Service other than the most recent version made available by WEBYN, where the latter would have avoided the infringement; (d) a use of the WEBYN Service that does not comply with the Agreement; or (e) the combination of the WEBYN Service with software, hardware or technology not provided or authorised by WEBYN, where the infringement would not have existed without such combination.

iii) If the use of all or part of the WEBYN Service becomes the subject of a Claim, or if WEBYN reasonably believes that it is likely to become so, WEBYN may, at its option and expense: (a) obtain for the Customer the right to continue using the WEBYN Service; (b) modify the WEBYN Service to make it non-infringing, with equivalent functionality; or (c) if neither (a) nor (b) is reasonably feasible, terminate the Agreement with immediate effect and refund the Customer, on a pro rata basis, the Subscription Fee paid in advance covering the period after termination. This Article 15.a sets out WEBYN's entire liability and the Customer's exclusive remedy in respect of a Claim.

b) Indemnification by the Customer

The Customer undertakes to defend WEBYN against any action or claim brought by a third party alleging that WEBYN's use of the Customer Content, in accordance with the Agreement, infringes an intellectual property right of that third party, or that the Collected Data were collected without the consent or information required from the data subjects where the Customer is responsible for obtaining them (a "Customer Claim"), and to bear the reasonable costs of defence as well as the sums that WEBYN is ordered to pay to the third party under an enforceable court decision, or that it pays under a settlement entered into or approved in writing by the Customer, in respect of such Customer Claim.

c) Indemnification procedure

The Party seeking indemnification (the "Indemnified Party") shall: (a) notify the claim in writing to the other Party (the "Indemnifying Party") within fifteen (15) business days of becoming aware of it, any delay depriving the Indemnified Party of the indemnity only to the extent of the prejudice it causes to the Indemnifying Party; (b) leave the conduct of the defence and of any settlement negotiations to the Indemnifying Party; (c) provide it with reasonable cooperation, at the Indemnifying Party's expense; and (d) refrain from any admission of liability or settlement without the prior written consent of the Indemnifying Party. The Indemnified Party may participate in the defence with counsel of its choice and at its own expense. The Indemnifying Party may not enter into any settlement attributing fault or an obligation to the Indemnified Party without the Indemnified Party's prior written consent, which may not be withheld without legitimate reason.

16. LIABILITY

16.1. Each Party's liability is limited to direct damage caused by its failure to perform the Agreement, to the exclusion of any indirect damage, business interruption, loss of revenue and/or profits, loss of customers, loss of anticipated savings or loss of reputation, even if it has been advised of the possibility of such damage.

16.2. Subject to Article 16.3, each Party's total liability under the Agreement, for all causes combined, may not exceed, per contract year, the higher of the following two amounts: (i) the total amount paid or payable by the Customer under the Agreement during the twelve (12) months preceding the event giving rise to liability, or (ii) twenty thousand (20,000) euros.

16.3. The exclusions and limitations set out in this Article 16 do not apply: (i) in the event of gross negligence or wilful misconduct; (ii) in the event of death or personal injury; (iii) to the Customer's obligation to pay the Subscription Fee and the Fees; (iv) to breaches by the Customer of Articles 11 and 12.a; (v) to any liability that cannot be limited or excluded by law.

16.4. The sums payable by WEBYN under Article 15.a are capped at two (2) times the amount provided for in Article 16.2. The sums payable by the Customer under Article 15.b are not capped.

16.5. Each Party acknowledges that the limitation of liability provided for in Article 16.2 reflects the allocation of risk between the Parties and the economic balance of the Agreement, and that the Subscription Fee and the Fees charged for the Services are based on this allocation of risk and this limitation of liability.

17. TERMINATION

a) Termination for breach

i) Either Party may terminate the Agreement automatically in the event of a breach by the other Party of any of its obligations under the Agreement which has not been remedied within thirty (30) calendar days of receipt of a registered letter with acknowledgment of receipt from the other Party notifying it of such breach. In particular, any breach by the Customer of Articles 11.b, 12.a, 12.b, 13.a.i, 14.a, 14.c, 15.b, 18 and 19 justifies the automatic termination of the Agreement by WEBYN under this termination clause. Likewise, any breach by WEBYN of its obligations under Articles 4, 14.a, 14.b, 15.a, 18 and 19 justifies the automatic termination of the Agreement by the Customer under this termination clause. Such termination will take effect automatically at the end of the above-mentioned thirty (30) calendar day period, without any further formalities and without prejudice to any other right and/or remedy of the non-defaulting Party.

ii) If the Agreement is terminated following a breach by the Customer, the Customer shall pay in full all remaining Subscription Fees payable for the current contract period; if the Customer has prepaid Subscription Fees, those Subscription Fees are non-refundable. If the Agreement is terminated by the Customer due to a breach by WEBYN, WEBYN will refund the Customer, on a pro rata basis, the Subscription Fee paid in advance covering the remainder of the current contract period after the effective date of termination.

b) Termination for force majeure

Either Party may terminate the Agreement immediately and automatically, by registered letter with acknowledgment of receipt, if a case of force majeure as provided for in Article 22.a continues beyond a period of sixty (60) consecutive calendar days and/or if, from its occurrence, it results in a permanent impediment to performance for one of the Parties.

c) Termination in the event of refusal of changes to the General Terms

The Customer shall be entitled to terminate the Agreement if it refuses substantial changes made by WEBYN to these General Terms and/or the new Subscription Fee. The Customer must inform WEBYN of its termination request in writing (an email being sufficient) no later than the effective date of the changes concerned.

d) Effects of termination

i) On the effective date of termination or expiry of the Agreement, the Customer shall uninstall the WEBYN Plugin from all its websites. The provision of the Services and access to the WEBYN Environment cease on that date. If the WEBYN Plugin remains installed and continues to call the WEBYN Environment more than fifteen (15) days after the effective date of termination, and after a formal notice that has remained unheeded for eight (8) days, the Customer shall owe an indemnity equal to the last applicable monthly Subscription Fee for each month or part of a month until it is actually uninstalled. All sums owed by the Customer under the Agreement become payable on the effective date of termination.

ii) WEBYN will make available to the Customer all Customer Content stored through the WEBYN Service under the conditions of Article 9 of these General Terms.

iii) Termination of the Agreement, for any reason whatsoever, shall not release the Parties from any liability incurred prior to such termination.

iv) Termination of the Agreement, for whatever reason, is without prejudice to any other rights or obligations of either Party that are expressly stated to survive, or by their nature must survive, termination of the Agreement.

18. CONFIDENTIALITY

18.1. Confidential Information under the Agreement means any information or data in any form or on any medium whatsoever (oral, written, electronic or other) disclosed by either Party that is marked or otherwise designated as confidential or proprietary at the time of disclosure, or that should otherwise reasonably be considered confidential given the nature of the information and the circumstances of its disclosure. The Parties expressly agree that the Agreement and its content constitute Confidential Information.

18.2. Confidential Information does not include information that is (a) already in the possession of the receiving Party before its disclosure by the disclosing Party; or (b) in the public domain prior to its disclosure by the disclosing Party to the receiving Party, or subsequently, but in the latter case in the absence of any breach by the receiving Party; or (c) received from a third party in good faith who was not and is not bound by any obligation of confidentiality or secrecy towards the disclosing Party; or (d) the result of internal developments undertaken in good faith by members of the receiving Party's staff who have not had access to the Confidential Information previously disclosed by the disclosing Party, each of these exceptions (a) to (d) to be demonstrated by the Party relying on it.

18.3. Throughout the Term, the Parties mutually undertake not to use in any manner whatsoever the Confidential Information that they exchange or of which they become aware in connection with the Agreement in order to carry out any project and/or service falling outside the scope of the Agreement, nor to disclose it to third parties without the prior written consent of the other Party.

18.4. Notwithstanding the foregoing, each Party:

(a) may disclose the other Party's Confidential Information to its staff (including its employees, interns, freelancers, contractors, etc.), consultants and subcontractors to the extent that they need to know it for the performance of the Agreement and provided that they are themselves bound by similar confidentiality undertakings. Each Party remains, in any event, responsible for the use made of the other Party's Confidential Information by its own staff, consultants and/or subcontractors;

(b) may disclose Confidential Information of the other Party in order to comply with any law, regulation, or administrative or judicial authority. Prior to any disclosure, each Party shall protect the Confidential Information concerned as best it can with the means at its disposal and, where possible, inform the other Party as soon as possible to give it a reasonable opportunity to seek a protective order.

18.5. Each Party undertakes to keep the Confidential Information received from the other Party and to take all necessary measures to protect it against any unauthorised disclosure or access. At the request of the other Party, or at the latest on the effective date of termination of the Agreement for whatever reason, each Party undertakes to return to the other Party, within thirty (30) calendar days, all documents and media (including copies, whatever their number and format) containing Confidential Information that it may have in its possession, without keeping any copy. By way of exception, the receiving Party may retain (i) copies that it is required to retain under a legal or regulatory obligation, for the duration of that obligation, and (ii) residual copies contained in its automatic IT back-ups, until they are erased in accordance with the normal rotation cycle. Such copies remain subject to this Article for as long as they are retained and may not be used for any other purpose. This paragraph applies without prejudice to Article 9 as regards Customer Content.

18.6. The obligations of confidentiality, non-use and non-disclosure of Confidential Information set out in this Article will remain in force for a period of three (3) years following the end of the Agreement, for whatever reason.

19. PERSONAL DATA

19.1. The Parties undertake to comply with the provisions of the regulations in force relating to the protection of personal data and, in particular, the French Data Protection Act (loi Informatique et Libertés) as currently in force and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (the "GDPR").

19.2. In the course of the contractual relationship with the Customer, WEBYN may process, as data controller, personal contact data (first name, last name, business email address, telephone number) of the Customer and of its employees, staff and service providers, for the following purposes:

(i) carrying out operations relating to customer management concerning contracts, orders, invoices, accounting and customer account management;

(ii) carrying out operations relating to the provision of its Services:

• enabling the Customer to create and use its administrator account on the WEBYN Service;
• providing its Services and ensuring that they operate properly;
• monitoring the Services through the various support services;
• carrying out operations relating to its business relationship with the Customer: offering and enabling the Customer to take part in webinars and other training; putting the Customer in contact with other customers; communicating about its offers and developments of the Services; improving the Customer's use of the Services; improving the Services; conducting satisfaction surveys and handling complaints; carrying out reviews, studies, surveys and product tests; putting customers and prospects in contact with other customers to discuss the Services;
• producing commercial statistics;
• managing unpaid invoices and disputes;
• responding to any requests from public authorities;
• combating money laundering and terrorist financing;
• enabling the Customer to exercise the rights described below.

19.3. The processing carried out by WEBYN is based on the performance of the Agreement and compliance with its legal obligations.

19.4. WEBYN undertakes to retain the personal data thus collected for no longer than is strictly necessary to achieve the purpose of the processing, in accordance with the legal provisions in force, namely for the entire duration of the contractual relationship and for the applicable limitation period (generally five (5) years, except for accounting data, which are retained for ten (10) years in total).

19.5. No transfer of these data will take place outside the European Union. They may, however, be disclosed to third-party service providers in order to perform hosting, storage, communication, database management or IT maintenance services.

19.6. The Customer and its employees, staff and service providers have a right of access, rectification, portability and erasure of the personal data concerning them, and a right to restriction of processing. They also have the right to send the other Party instructions regarding their data after their death. To exercise these rights, they may send an email to WEBYN at dpo@webyn.ai or a letter to the address stated at the top of the Quote. Proof of identity may be requested if there is reasonable doubt as to the identity of the requester. If, after making such a request, they consider that their rights over their data are not being respected, they may lodge a complaint with the CNIL (the French data protection authority). WEBYN undertakes to keep an up-to-date record of the processing of the Customer's personal data that it carries out as data controller.

The Customer may also consult WEBYN's privacy policy on WEBYN's website at the following address: https://www.webyn.ai/privacy-policy.

20. ASSIGNMENT AND SUBCONTRACTING

20.1. Neither Party may assign all or part of the Agreement in any manner whatsoever without the prior written consent of the other Party, it being specified that WEBYN may assign all or part of the Agreement to a company within its group or to an acquirer or successor following a restructuring, a merger or the sale of all or a substantial part of its business or assets, subject to prior written notice to the Customer. The Customer agrees that the assignment releases WEBYN from the effective date of the assignment.

20.2. The Customer acknowledges and agrees that WEBYN reserves the right to subcontract all or part of the Services, in particular to third-party service providers. In such case, WEBYN shall remain liable for any breach hereof by such third-party service providers.

21. INSURANCE

WEBYN undertakes to take out, with any insurance company of its choice, professional liability insurance and, more generally, any insurance policy likely to cover all the risks relating to the performance of the Agreement, and to maintain it throughout the Term.

22. MISCELLANEOUS

a) Force majeure. In the event of a case of force majeure, as defined by Article 1218 of the French Civil Code, resulting in a temporary impediment to performance for one of the Parties, the respective obligations of the Parties will be suspended and neither Party will incur any liability as a result.

b) Waiver. The fact that either Party does not rely on the other Party's failure to comply with any of its obligations under the Agreement shall not be interpreted as a waiver of its right to rely on it in the future.

c) Entire agreement. The Agreement, together with the schedules to the Quote, constitutes the entire agreement between the Parties and cancels and supersedes any prior agreement, whether written or oral, and any other communication between the Parties relating to the subject matter of the Agreement.

d) Severability. Should any provision of the Agreement prove to be null and void under a rule of law in force or a final court decision, it shall be deemed unwritten, without affecting the validity of the other provisions or rendering them void.

e) Independence of the Parties. The Parties acknowledge that their contractual relationship is that of independent contractors, excluding any agency or employment relationship. Neither Party has the power to enter into any contract on behalf of the other Party or to legally bind the other Party by any other means.

f) Non-solicitation. During the Term and for twelve (12) months from the end of the Agreement, for whatever reason, the Customer shall not, without WEBYN's prior written consent, hire or engage, directly or through an intermediary, as an employee, consultant or in any other capacity, any employee, officer or consultant of WEBYN who has been involved in the provision of the Services. In the event of a breach, the Customer shall owe WEBYN a fixed indemnity equal to the gross remuneration, fixed and variable, paid by WEBYN to the person concerned during the twelve (12) months preceding their departure or, in the case of an independent consultant, the fees invoiced to WEBYN over the same period.

g) No legal advice. The Customer acknowledges that WEBYN does not provide (and cannot be held liable for) legal or regulatory advice. The Customer shall obtain expert advice on each of these matters.

h) Publicity. WEBYN may use the Customer's company name, trade name, logo, trademarks or any other identifying element on any communication and/or publication medium, as a commercial reference and/or for marketing and commercial communication purposes.

i) Electronic signature. Each Party agrees that the Agreement and its signature may be executed in electronic form (sent as a scanned copy attached to an email, or signed electronically using the means implemented by WEBYN) and that, in this form, they will have the value of originals.

23. CHANGES TO THE GENERAL TERMS

a) WEBYN reserves the right to amend these General Terms unilaterally. Any substantial amendment to the General Terms will be communicated to the Customer sixty (60) calendar days before it takes effect and will be binding on the Customer after the expiry of that period unless the Customer expresses its refusal.

b) If the Customer refuses the new general terms, it remains free to terminate its Agreement under the conditions of Article 17.c. The Customer's continued use of the Services after the entry into force of the new version of the general terms will constitute the Customer's acceptance of that updated version.

24. GOVERNING LAW

a) This Agreement is governed by and shall be construed in accordance with French law, excluding its conflict of laws rules.

b) In the event of a dispute, the Parties will first attempt to reach an amicable settlement within thirty (30) days of notification by either Party to the other of the existence of the dispute.

c) IF THE PARTIES FAIL TO REACH AN AMICABLE SETTLEMENT OF THE DISPUTE IN ACCORDANCE WITH ARTICLE 24.B, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS (TRIBUNAL DES ACTIVITÉS ÉCONOMIQUES DE PARIS) TO SETTLE ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS, INCLUDING IN SUMMARY OR EX PARTE PROCEEDINGS, EXCEPT WHERE THE JUDICIAL COURT (TRIBUNAL JUDICIAIRE) HAS EXCLUSIVE JURISDICTION TO SETTLE THE DISPUTE OR CLAIM.

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