Legal information

General Terms and Conditions of Sale

This English version is provided for information only. The French version is the only legally binding text and prevails in case of any discrepancy.

These general terms and conditions of sale (hereinafter the " General Terms and Conditions of Sale ") govern the relations between Sparktacus and its professional clients. They apply to the exclusion of all other terms and conditions, within the framework of strictly professional relations (B2B).

Article 1 - Identification of the service provider

These General Terms and Conditions of Sale are entered into with Sparktacus, a simplified joint-stock company (société par actions simplifiée - SAS) with a share capital of EUR 100, registered with the Trade and Companies Register (Registre du commerce et des sociétés) of Paris under number 107 704 942, whose registered office is located at 47 rue Vivienne, 75002 Paris, France, represented by its legal representative, R. TOUSSAINT.

Hereinafter referred to as " Sparktacus " or the " Service Provider ". The Service Provider's technical infrastructure is hosted with Hostinger International Ltd, a company incorporated under Cypriot law, whose registered office is located in Larnaca (Cyprus, European Union) - hosting carried out within the European Union.

Article 2 - Definitions

In these General Terms and Conditions of Sale, the terms below, when capitalised, have the following meaning:

Article 3 - Purpose and scope

The purpose of these General Terms and Conditions of Sale is to define the conditions under which Sparktacus provides its Services to its professional Clients. They apply to any order for a Service, to the exclusion of all other terms and conditions, in particular the Client's general terms and conditions of purchase, which are expressly excluded save with the prior and express written agreement of Sparktacus.

The Services are intended exclusively for professionals (B2B relations) and are not intended for consumers within the meaning of the Code de la consommation (French Consumer Code). The fact that Sparktacus does not, at any given time, rely on any one of these clauses may not be construed as a waiver of its right to rely on it subsequently.

Article 4 - Contractual documents and order of precedence

The contractual relationship is governed, in descending order of precedence, by: (1) the Quote accepted by the Client and any specific terms and conditions thereto; (2) the data processing agreement (DPA) entered into pursuant to Article 28 of the GDPR (see Article 18); (3) these General Terms and Conditions of Sale; (4) any other ancillary contractual document expressly designated.

In the event of a conflict between these documents, the document of higher precedence shall prevail over the document of lower precedence, in respect of the conflicting clause alone.

Precedence of the General Terms and Conditions of Sale over marketing materials. Sparktacus's communication, marketing, commercial or promotional materials (website, brochures, wording such as "your agents", "under your direction", etc.) are of an informative and illustrative nature only. They do not constitute a contractual commitment and may not prevail over these General Terms and Conditions of Sale or over the Quote. In the event of a divergence in interpretation, the General Terms and Conditions of Sale and the Quote shall prevail, in accordance with Article 1103 of the Code civil (French Civil Code), under which contracts lawfully formed take the place of law for those who have made them.

Article 5 - Order, quote and formation of the contract

Every Service is subject to a prior Quote setting out the scope, the deliverables, the price and the specific terms and conditions. The Quote is valid for the period stated therein, failing which [TO COMPLETE - period of validity, e.g. 30 days] from the date of its issue.

The contract is deemed formed on the date of receipt by Sparktacus of the Quote accepted by the Client, by any written means (handwritten or electronic signature, acceptance by e-mail, purchase order, online validation). Any change to the scope requested after formation of the contract shall be the subject of an amendment or a supplementary Quote, which may give rise to an adjustment of the price and the timeframes.

Article 6 - Nature of the service and absence of transfer of ownership

The Service provided by Sparktacus constitutes a provision of services of automation by artificial intelligence agents and workflows. It is operated, hosted and maintained by Sparktacus on its own Infrastructure.

The Service entails no transfer of ownership to the Client, whether over the Infrastructure, the Sparktacus Core, the software building blocks, the tools, the methods, the know-how or the Credentials. The Client expressly acknowledges and accepts that it acquiresno technical asset and that it benefits from a right of use over the service, under the conditions defined in Article 7.

The Service is provided on a continuous-service basis: Sparktacus remains responsible for the operation, the technical supervision and the maintenance of the Agents and Workflows throughout the term of the contract.

Article 7 - Right of use

In consideration of payment of the price, Sparktacus grants the Client a right of use over the Service, for its internal professional needs, for the term of the contract. This right of use is:

Any use exceeding the scope of the right of use so defined is prohibited and engages the liability of the Client.

Article 8 - Intellectual property

Sparktacus Core reserved. Sparktacus remains the sole holder of all intellectual property rights and know-how relating to the Sparktacus Core (infrastructure, software building blocks, configuration templates, methods, tools, technical architecture). No provision hereof may be construed as an assignment of these rights. In accordance with Article L131-3 of the Code de la propriété intellectuelle (French Intellectual Property Code), any assignment of copyright would require a separate written statement delimiting each assigned right as to its scope, its purpose, its territory and its duration; failing such an express statement in the Quote, no assignment is granted.

Client's Business Layer. The Business Layer (business prompts, functional settings, business rules specific to the Client) and the Business Data remain attached to the Client. Sparktacus undertakes to ensure their return under the conditions of Article 11 (Portability and reversibility).

Content produced by AI. The legal status of content generated by artificial intelligence systems is governed by an evolving framework. To the extent permitted by applicable law, Sparktacus grants the Client the right to exploit, for its professional needs, the outputs generated specifically on its behalf by means of its Business Layer. The Client remains responsible for the use it makes of such content (see Article 14).

Third-party tools and models. The Service may incorporate third-party components (in particular language models accessed via aggregation providers, open-source building blocks and integration services). The use of these components remains subject to their respective terms of use, which the Client undertakes to comply with insofar as they are enforceable against it.

Article 9 - Hosting and infrastructure

The Service is operated on an Infrastructure managed by Sparktacus, hosted within theEuropean Union (see Article 1). The Infrastructure is shared between several Clients, with logical partitioning of the environments and of the data. Sparktacus implements appropriate technical and organisational measures to ensure the security and confidentiality of the processing, in accordance with Article 32 of the GDPR.

The Client hasno right of ownership or of direct access over the Infrastructure, the servers, the execution environments or the Credentials, which remain under the exclusive control of Sparktacus. Sparktacus reserves the right to modify the Infrastructure, the technical components and the underlying providers, provided that it maintains a level of service and security that is at least equivalent and provided that hosting is maintained within the European Union, save with prior notice to the Client.

Article 10 - Availability and service level

Save for a service level commitment (SLA) expressly stipulated in the Quote, Sparktacus provides the Service under an obligation of means and on a best-efforts basis (best effort).

Given the shared nature of the Infrastructure and the dependence on third-party services (model providers, integration services, host), Sparktacus does not guarantee uninterrupted availability of the Service. Interruptions may occur, in particular for maintenance, updates, technical incidents or third-party failures.

An enhanced service level (availability rate, restoration times, maintenance windows, on-call support) may be agreed in the Quote: [TO COMPLETE - SLA if applicable]. In the absence of such stipulations, no quantified availability guarantee is owed. Sparktacus endeavours to schedule planned maintenance operations so as to limit the impact on the Client and to inform it within a reasonable time where possible.

Article 11 - Portability and reversibility

Upon the expiry or termination of the contract, or at the written request of the Client during performance, Sparktacus undertakes to return the Business Layer to the Client in a usable and reasonably standard format, including in particular: the functional configurations, the business prompts and the Business Data belonging to the Client.

Expressly excluded from this return are: the Infrastructure, the Sparktacus Core, the generic software building blocks, the methods, the know-how and the Credentials, which remain the exclusive property of Sparktacus.

Timeframes. The request for reversibility must be made in writing. Sparktacus carries out the return within a period of [TO COMPLETE - 30 days proposed] following the request, or within a period of [TO COMPLETE - 15 business days proposed] in the event of planned end-of-contract reversibility.

Deletion. Save for any contrary legal retention obligation, Sparktacus carries out the permanent deletion of the Client's Business Data and Business Layer within a period of [TO COMPLETE - 30 days proposed] following the effective return or the expiry of the contract, and certifies this to the Client on request. Reversibility operations exceeding the simple standard return (migration assistance, rebuilding on another environment) may be subject to additional billing by quote.

Article 12 - Price, invoicing and payment

Price. The prices of the Services are those set out in the accepted Quote. They are expressed in euros [TO COMPLETE - excl. VAT / incl. VAT to be specified].

VAT / applicable tax regime. The applicable VAT regime (in particular the specific features of the tax regime applicable to the overseas departments, special rates, or exemption) is specified on the invoice: [TO COMPLETE - VAT regime / applicable rate, overseas department (DOM) statement where applicable].

Invoicing terms. The invoicing terms (on order, by milestones, by monthly/annual subscription) are specified in the Quote: [TO COMPLETE - invoicing terms].

Payment period. Save for any contrary stipulation in the Quote, invoices are payable within [TO COMPLETE - payment period, e.g. 30 days] from their date of issue. This period may not exceed the statutory ceilings set by Article L441-10 of the Code de commerce (French Commercial Code).

Late-payment penalties (B2B). In accordance with Article L441-10 of the Code de commerce, any late payment automatically gives rise, without any reminder being necessary, to the application of late-payment penalties calculated at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points. Failing this, the applicable rate may not be lower than three times the statutory interest rate.

Fixed recovery indemnity. Any professional in a situation of late payment is automatically liable for a fixed indemnity for recovery costs of 40 euros, in accordance with Articles L441-10 II and D441-5 of the Code de commerce, without prejudice to additional compensation on supporting evidence if the recovery costs actually incurred are higher.

Suspension. In the event of non-payment on the due date and after a formal notice that has remained unsuccessful for [TO COMPLETE - period, e.g. 8 days], Sparktacus reserves the right to suspend performance of the Service until payment in full, without such suspension being capable of being characterised as a breach on its part.

Article 13 - Term, renewal and termination

Term. The term of the contract is specified in the Quote [TO COMPLETE - initial term, e.g. 12 months or duration of the assignment].

Renewal. Where applicable, the contract may be renewed under the conditions specified in the Quote [TO COMPLETE - tacit or express renewal, term, notice period].

Termination at expiry. Either party may terminate the contract at its expiry subject to written notice of [TO COMPLETE - notice period, e.g. 30 days].

Termination for breach. In the event of a serious breach by one of the parties of its obligations, not remedied within a period of [TO COMPLETE - e.g. 30 days] after a written formal notice that has remained unsuccessful, the other party may terminate the contract automatically, without prejudice to any damages.

Consequences. Termination entails the cessation of the right of use (Article 7) and triggers the reversibility operations (Article 11). The sums due in respect of the Services performed up to the effective date of termination remain payable.

Article 14 - Obligations of the parties

Obligations of Sparktacus. Sparktacus undertakes to perform the Service in accordance with the Quote, under an obligation of means, with the care and diligence of a professional, and to ensure the maintenance and technical supervision of the Service for the term of the contract.

Obligations of the Client. The Client undertakes to:

Any delay or failure to cooperate on the part of the Client is liable to delay the performance of the Service, without the liability of Sparktacus being capable of being engaged on this account.

Article 15 - Liability and limitation of liability

The liability of Sparktacus is engaged under an obligation of means. Its liability may only be sought in the event of proven fault and for direct and foreseeable damage.

Specific features related to artificial intelligence. The Client acknowledges that the outputs generated by artificial intelligence systems are probabilistic in nature. Sparktacus does not guarantee the accuracy, the completeness or the absence of error of the generated content. The Client remains solely responsible for the verification, the validation and the use of the outputs, and undertakes to maintain appropriate human supervision before any decision or dissemination based on these outputs. Sparktacus may not be held liable for the consequences of a failure of supervision on the Client's side.

Exclusion of indirect damage. In no event may Sparktacus be held liable for indirect damage, such as loss of operations, loss of revenue, loss of data (beyond its reversibility obligations), loss of customers, damage to image or commercial harm.

Cap on liability. In any event, and save for gross negligence or wilful misconduct, the total and aggregate liability of Sparktacus, all losses and all causes combined, is limited to the amount [TO COMPLETE - proposed cap: total amount excl. VAT paid by the Client in respect of the 12 months preceding the triggering event]. These limitations do not apply in cases where the law prohibits them, in particular in the event of personal injury or gross negligence or wilful misconduct.

Article 16 - Force majeure

Neither party may be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the Code civil and of the case law of the French courts. The following are in particular considered to be events of force majeure, without this list being exhaustive: natural disasters (in particular cyclones and natural hazards specific to La Réunion), fires, general failure of electronic communications or electricity networks, major failure of a critical third-party provider, acts of the public authorities.

The affected party informs the other as soon as possible. If the event of force majeure continues beyond [TO COMPLETE - e.g. 60 days], either party may terminate the contract automatically without compensation.

Article 17 - Confidentiality

Each party undertakes to keep confidential information of any kind transmitted by the other party or of which it becomes aware in connection with the contract, and not to disclose it to third parties without prior written authorisation. This obligation continues throughout the term of the contract and for [TO COMPLETE - e.g. 3 years] after its expiry. Information that is public, already known to the receiving party, or whose disclosure is required by law or by a competent authority is not covered.

Article 18 - Personal data and artificial intelligence

GDPR roles. In connection with the Service, the Client acts in the capacity of data controller and Sparktacus in the capacity of processor within the meaning of Regulation (EU) 2016/679 (GDPR).

DPA. Where the Service involves the processing of personal data on behalf of the Client, the parties enter into a separate data processing agreement (DPA) , in accordance with Article 28 of the GDPR, which defines the subject-matter, the duration, the nature and the purposes of the processing, the categories of data and of data subjects concerned, as well as the respective obligations and guarantees.

Security. Sparktacus implements appropriate technical and organisational measures, in accordance with Article 32 of the GDPR, including the logical partitioning of the environments (see Article 9).

EU hosting. The data is hosted within the European Union (see Article 1). Any transfer outside the European Union, should one occur, would be governed by a valid transfer mechanism within the meaning of Chapter V of the GDPR and brought to the Client's attention within the framework of the DPA.

AI Act. In accordance with Regulation (EU) 2024/1689 ("AI Act"), in particular its transparency obligations, the Client is informed that the Service is based on artificial intelligence systems. Where the Service includes an AI system interacting directly with natural persons (for example a conversational agent), the Client undertakes to inform such persons that they are interacting with an AI system. The classification with regard to the risk level of the AI Act is assessed on a case-by-case basis according to the use deployed; the Client undertakes not to divert the Service towards a use falling within a high-risk or prohibited-use category without the prior written agreement of Sparktacus.

Article 19 - Reversibility

The conditions of portability and reversibility are defined in Article 11 hereof, to which express reference is made.

Article 20 - Insurance and sub-processing

Insurance. Sparktacus declares that it holds the insurance necessary for the exercise of its activity [TO COMPLETE - professional liability policy reference / insurer if to be mentioned].

Technical subprocessing. The Client authorises Sparktacus to use technical sub-processors for the performance of the Service, in particular Hostinger International Ltd (host, Cyprus, EU) as a sub-processor within the meaning of Article 28 of the GDPR, as well as the providers of access to AI models and the necessary integration services. The list of sub-processors and the conditions for their modification are specified in the DPA. Sparktacus remains responsible, vis-à-vis the Client, for the performance by its sub-processors of their obligations.

Article 21 - Reservation of interpretation clause

The wording used in Sparktacus's commercial and marketing materials - in particular "your agents", "your AI agents", "under your direction", "operated for you" - describes the right of use dedicated right granted to the Client and the functional direction that it exercises. They confer no right of ownership over the Infrastructure, the Sparktacus Core or the Credentials.

In the event of a divergence in interpretation between these materials and these General Terms and Conditions of Sale or the Quote, the General Terms and Conditions of Sale and the Quote shall prevail, in accordance with Article 1103 of the Code civil.

Article 22 - Governing law and courts of competent jurisdiction

These General Terms and Conditions of Sale and any contract entered into with Sparktacus are governed by French law.

Failing an amicable resolution, and notwithstanding a plurality of defendants or third-party proceedings, any dispute relating to the formation, the interpretation, the performance or the termination of the contract shall fall within the exclusive jurisdiction of the courts of the district of [TO COMPLETE - Tribunal de commerce de Saint-Denis de La Réunion (Commercial Court of Saint-Denis de La Réunion) proposed], including in summary proceedings. This jurisdiction clause applies between traders, in accordance with Article 48 of the Code de procédure civile (French Code of Civil Procedure).

Article 23 - Miscellaneous provisions

Partial invalidity. If one of the clauses hereof were to be declared void or unenforceable, the other clauses would retain their full force and effect.

Entire agreement. These General Terms and Conditions of Sale, the Quote and the DPA express the entirety of the parties' commitments and supersede any prior agreement or exchange relating to the same subject-matter.

Amendment. Sparktacus reserves the right to amend these General Terms and Conditions of Sale. The applicable version is the one in force on the date of formation of the contract; for contracts of successive performance, the amendments are brought to the Client's attention and become applicable after a reasonable notice period.

Entry into force. These General Terms and Conditions of Sale enter into force on 6 June 2026.

Version 1.0 - last updated: 6 June 2026. The information marked [TO COMPLETE] will be filled in before any signed contractual use. Draft contractual framework to be validated by legal counsel before signature.