General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter "the GTC") are entered into between:

The Provider:
Théodore Bailly, sole proprietor (entrepreneur individuel under French law) operating under the trade name Blue Onyx
SIREN: 103 304 283 — SIRET: 103 304 283 00015
Registered office: 173 rue de Courcelles, 75017 Paris, France
Email: contact@blueonyx.fr — Phone: +33 2 14 73 95 55
APE code: 6202A — Computer systems and software consulting
VAT not applicable — Article 293 B of the French General Tax Code

And

The Client:
Any legal entity or natural person acting in the course of their professional activity who subscribes to the services offered by Blue Onyx.

These GTC apply to all services provided by Blue Onyx to its professional clients (B2B). They constitute the sole basis of the commercial relationship between the Parties.

Any order for Services implies the Client's unconditional acceptance of these GTC, which shall prevail over any other document of the Client, and in particular over its own general terms and conditions of purchase, unless expressly agreed otherwise in writing by Blue Onyx.

For the purposes of these GTC, the following terms shall have the meanings set out below:

• "Provider" or "Blue Onyx": Théodore Bailly, sole proprietor operating under the trade name Blue Onyx.
• "Client": any legal entity or natural person acting in a professional capacity who orders Services from Blue Onyx.
• "Services": all services offered by Blue Onyx, as described in Article 2.
• "Quotation": the commercial proposal issued by Blue Onyx describing the Services, pricing, and specific conditions applicable to an order.
• "Deliverables": all elements produced by Blue Onyx in the course of performing the Services (voice agents, chatbots, automations, websites, configurations, documentation, etc.).
• "Go-Live": the effective deployment of a Deliverable, marking the beginning of the Client's use of the Service.
• "Parties": the Provider and the Client, individually referred to as "the Party".

Blue Onyx offers the following categories of services:

2.1. Recurring Services (Monthly Subscription)

• AI Voice Agent: design, configuration, and provision of an AI-powered voice agent capable of answering incoming phone calls, qualifying enquiries, and scheduling appointments, 24 hours a day, 7 days a week.
• AI Conversational Agent (Chatbot): design, configuration, and provision of an intelligent conversational assistant deployed on the Client's digital channels.
• Process Automation: design, development, and hosting of automation workflows intended to eliminate or reduce the Client's repetitive manual tasks.

These services are subject to initial setup fees and a recurring monthly subscription.

2.2. One-Off Services (Fixed Price)

• Website Creation: design, development, and delivery of a bespoke website tailored to the Client's business.

These services are subject to a single lump-sum payment.

2.3. Scope of Services

The precise scope, features, technical specifications, and pricing of each service are defined in the Quotation issued by Blue Onyx and accepted by the Client.

3.1. Quotation

Prior to any order, Blue Onyx shall issue a detailed Quotation specifying:

• the nature and scope of the Services;
• the setup fees, where applicable;
• the monthly subscription amount or the fixed price;
• the estimated delivery or Go-Live timeline;
• any specific conditions.

The Quotation shall be valid for a period of thirty (30) days from the date of issue, unless otherwise stated.

3.2. Acceptance

The order shall be deemed firm and final on the date the Client signs the Quotation. This signature constitutes express and unconditional acceptance of these GTC and any specific conditions set out in the Quotation.

3.3. Modification of the Order

Any modification to the order requested by the Client after signing the Quotation shall require a written amendment agreed by both Parties. Such modification may result in an adjustment to the price and/or delivery timelines.

4.1. Prices

The prices of the Services are those set out in the Quotation accepted by the Client. They are expressed in euros (€).

Pursuant to Article 293 B of the French General Tax Code, VAT is not applicable. The prices indicated are therefore net of tax.

4.2. Setup Fees

Recurring Services (voice agents, chatbots, automations) are subject to lump-sum setup fees, the amount of which is specified in the Quotation. These fees cover the design, configuration, setup, and testing prior to Go-Live.

4.3. Monthly Subscription

The monthly subscription amount is as stated in the Quotation. It becomes due on the monthly anniversary of the Go-Live date.

4.4. Price Revision

Blue Onyx reserves the right to revise the monthly subscription prices once per year, on the anniversary date of the contract.

The Client shall be notified of any price revision in writing (by email) at least thirty (30) days before it takes effect. In the event of disagreement with the new price, the Client may terminate the contract without charge or penalty, under the conditions set out in Article 10.

4.5. Early Payment Discount

No discount is granted for early payment.

5.1. Payment Methods

Payments may be made by:

• bank transfer;
• SEPA direct debit;
• credit or debit card.

5.2. Payment Schedule

• Setup fees: payable in full upon order, i.e., on the date the Quotation is signed.
• Monthly subscription: payable each month on the anniversary of the Go-Live date.
• One-off services (website creation): payable in full upon order, i.e., on the date the Quotation is signed.

5.3. Late Payment

In accordance with Articles L.441-10 et seq. of the French Commercial Code (Code de commerce), in the event of late payment, the Client shall automatically and without the need for a reminder be liable for:

• late payment interest calculated at a rate of three (3) times the legal interest rate in force, applied to the total amount (inclusive of all taxes) remaining due, from the day following the due date shown on the invoice;
• a fixed compensation of forty euros (€40) for recovery costs, in accordance with Article D.441-5 of the French Commercial Code. Where recovery costs actually incurred exceed this fixed amount, Blue Onyx may claim additional compensation upon provision of supporting evidence.

5.4. Suspension of Services for Non-Payment

In the event of non-payment of an invoice by its due date, Blue Onyx shall send the Client a reminder by email. If the payment is not regularised within fifteen (15) days of the reminder, Blue Onyx reserves the right to suspend access to the Services, without prejudice to any other remedies.

The suspension of Services does not release the Client from the obligation to pay outstanding amounts. Services shall be reinstated within a reasonable timeframe following full regularisation of the amounts due.

If the payment is not regularised within thirty (30) days of the suspension, Blue Onyx may terminate the contract as of right, under the conditions set out in Article 10.3.

6.1. Delivery Timeline

The standard Go-Live timeline for the Services is one (1) to two (2) weeks from the date on which all of the following conditions are met:

• the Quotation has been signed by the Client;
• payment of the setup fees has been received;
• all necessary elements, data, and access have been received from the Client, where applicable.

This timeline is provided on an indicative basis. Blue Onyx shall make every effort to meet it, but any reasonable delay shall not give rise to penalties, damages, or cancellation of the order.

6.2. Go-Live

The Go-Live of a Service by Blue Onyx marks the first day of use of the Service by the Client and constitutes the starting point of the monthly subscription.

The Client shall be notified of the Go-Live by email.

6.3. Client Obligations

For services requiring the Client's collaboration (provision of data, content, access to tools, approvals, etc.), the Client undertakes to provide the requested elements within a reasonable timeframe.

Any delay attributable to the Client in providing these elements may result in a proportional extension of the Go-Live timeline, without Blue Onyx incurring any liability.

7.1. Guarantee Period

Blue Onyx grants the Client a guarantee period of fourteen (14) days from the Go-Live of recurring Services (voice agents, chatbots, automations).

During this period, if the Client is not satisfied with the Service, they may request termination of the contract and obtain a full refund of the setup fees.

7.2. Exercise Conditions

To benefit from this guarantee, the Client must submit a written request (by email to contact@blueonyx.fr) within the fourteen (14) day period referred to above, stating the reasons for their dissatisfaction.

The refund shall be made within fourteen (14) days of receipt of the request, using the same payment method as that used for the order.

7.3. Commercial Nature

This guarantee constitutes a voluntary commercial commitment by Blue Onyx. As the Client is acting in the course of their professional activity, this guarantee does not fall under the statutory right of withdrawal provided for by the French Consumer Code (Articles L.221-18 et seq.), which does not apply to business-to-business relationships.

7.4. Exclusion

This guarantee does not apply to one-off website creation services.

8.1. Obligations of Blue Onyx

Blue Onyx undertakes to:

• perform the Services with diligence and professionalism, in accordance with industry standards and the current state of technical knowledge;
• deploy all necessary means for the proper performance of the Services (best-efforts obligation);
• inform the Client of any difficulty encountered in the performance of the Services;
• provide technical support by email (contact@blueonyx.fr) and by phone (+33 2 14 73 95 55, AI voice agent available 24/7);
• offer free adjustments to the Services if the Client expresses dissatisfaction, to a reasonable extent and subject to technical feasibility;
• respect the confidentiality of information provided by the Client (Article 13);
• comply with applicable data protection regulations (GDPR).

It is expressly agreed that Blue Onyx is subject to a best-efforts obligation (obligation de moyens) and not an obligation of result. Blue Onyx does not guarantee any specific results in terms of performance, number of calls handled, conversion rates, revenue, or any other metric.

8.2. Obligations of the Client

The Client undertakes to:

• provide Blue Onyx, in a timely manner, with all information, data, content, and access necessary for the proper performance of the Services;
• actively collaborate with Blue Onyx during the setup phase;
• pay invoices within the agreed deadlines;
• use the Services in accordance with their intended purpose and in compliance with applicable regulations;
• inform Blue Onyx without delay of any difficulty or anomaly observed in the operation of the Services;
• respect the confidentiality of information provided by Blue Onyx (Article 13).

9.1. Compliant Use

The Client undertakes to use the Services provided by Blue Onyx in a manner that complies with the law, public policy, accepted standards of conduct, and these GTC.

9.2. Prohibited Uses

The Client is strictly prohibited from using the Services for purposes that are:

• illegal, fraudulent, or contrary to public policy;
• deceptive or misleading towards their own clients or the public;
• detrimental to the rights of third parties (intellectual property, privacy, personal data);
• related to harassment, discrimination, or incitement to hatred;
• harmful, malicious, or likely to damage the image or reputation of Blue Onyx.

9.3. Sector-Specific Compliance

The Client is solely responsible for compliance with the specific regulations applicable to their sector of activity (healthcare, legal, real estate, etc.), particularly with regard to obligations of disclosure, consent, and confidentiality that apply in the course of their activity.

The Client shall indemnify Blue Onyx against any claim, complaint, or action by third parties resulting from a breach of these sector-specific obligations.

9.4. Compliance with the Artificial Intelligence Regulation (AI Act)

In accordance with Regulation (EU) 2024/1689 ("AI Act"), the Client undertakes to inform the persons with whom voice agents or chatbots interact that they are communicating with an artificial intelligence system and not a human being. Blue Onyx implements this disclosure automatically in the default configuration of its agents.

9.5. Sanctions

In the event of a breach by the Client of the obligations set out in this Article, Blue Onyx reserves the right to immediately suspend the Services, without notice or compensation, and to terminate the contract under the conditions set out in Article 10.3, without prejudice to any damages Blue Onyx may be entitled to claim.

10.1. Duration and Renewal

a) Recurring Services (Subscription)

The contract is entered into for an initial period of one (1) month from the Go-Live date. It shall be automatically renewed by tacit renewal for successive periods of one (1) month, unless terminated by either Party under the conditions set out below.

b) One-Off Services (Website Creation)

The contract shall end upon final delivery of the Deliverable and full payment of the agreed price.

10.2. Termination by the Client

The Client may terminate their subscription at any time, without cause and without penalty. Termination shall take effect at the end of the current month.

The termination request must be submitted by the Client:

• via the cancellation form accessible on the Website (www.blueonyx.fr);
• or by email to: contact@blueonyx.fr.

An acknowledgement of receipt shall be sent by Blue Onyx confirming the effective date of termination.

No pro-rata refund for the current month shall be issued. The Client shall continue to benefit from the Services until the effective date of termination.

10.3. Termination by Blue Onyx

Blue Onyx may terminate the contract as of right, after formal notice has remained unaddressed for fifteen (15) days, in the following cases:

• non-payment by the Client (Article 5.4);
• material breach by the Client of any of its obligations under these GTC;
• use of the Services contrary to the provisions of Article 9;
• conduct by the Client that damages the image or reputation of Blue Onyx.

Termination by Blue Onyx due to the Client's fault shall not give rise to any refund of amounts already paid.

10.4. Early Termination in the Event of Price Revision

In the event of an annual price revision (Article 4.4), a Client who does not accept the new price may terminate the contract without charge or penalty, provided they notify Blue Onyx in writing within thirty (30) days of the price revision notification. Termination shall then take effect on the date the new price was due to come into force.

10.5. Consequences of Termination

Upon termination, regardless of the cause:

• the Client shall lose access to the Services on the effective date of termination;
• the Client's data shall be retained for a period of thirty (30) days following termination, during which the Client may request the return of their data by email to contact@blueonyx.fr;
• at the end of this thirty (30) day period, the Client's data shall be permanently deleted;
• data return shall relate exclusively to data belonging to the Client (business data, content provided by the Client). Elements forming part of Blue Onyx's intellectual property (source code, prompts, technical configurations, know-how) shall not be returned;
• termination shall not release the Client from the obligation to pay any amounts due for Services already performed.

11.1. Property of Blue Onyx

Blue Onyx retains all intellectual property rights over the following elements, which constitute its know-how and proprietary tools:

• the source code, scripts, algorithms, and technical architectures developed in the course of the Services;
• the prompts, configurations, automation workflows, and settings of voice agents, chatbots, and automations;
• the methodologies, processes, models, and frameworks used by Blue Onyx;
• the graphic elements, visuals, and content of the Website www.blueonyx.fr.

11.2. Licence of Use — Recurring Services

For recurring Services (voice agents, chatbots, automations), Blue Onyx grants the Client a non-exclusive, non-transferable, and non-assignable right of use of the Deliverables, limited to the duration of the contract and the scope defined in the Quotation.

This right of use is granted solely for the Client's internal professional needs. It shall terminate automatically on the date of termination of the contract, regardless of the cause.

The Client shall not:

• reproduce, copy, modify, adapt, or decompile the Deliverables;
• assign, sublicense, or transfer the benefit of the Services to any third party, whether free of charge or for consideration;
• use the Deliverables for purposes other than those set out in the Quotation.

11.3. Transfer of Ownership — Website Creation

For one-off website creation services, the intellectual property rights in the Deliverables shall be transferred to the Client on the date of full payment of the agreed price.

This transfer shall cover the source code of the website, graphic elements, and content created specifically for the Client. It shall not include tools, frameworks, open-source libraries, or pre-existing elements used by Blue Onyx, which shall remain subject to their respective licences.

11.4. Client's Property

The Client retains all intellectual property rights over the elements it provides to Blue Onyx in the course of the Services (content, texts, images, logos, business data, etc.). The Client warrants that it holds all necessary rights over these elements and shall indemnify Blue Onyx against any third-party claims in this respect.

12.1. Use of Third-Party Services

In the course of performing the Services, Blue Onyx uses tools, software, and technical services provided by third parties (artificial intelligence providers, telephony platforms, hosting providers, automation tools, etc.).

The Client acknowledges and accepts that:

• the availability, performance, and operation of Blue Onyx's Services depend in part on these third-party providers;
• Blue Onyx shall not be held liable for any interruptions, malfunctions, modifications, or cessations of services attributable to these third-party providers;
• Blue Onyx undertakes to inform the Client as promptly as possible of any significant interruption related to a third-party provider and to implement reasonable corrective measures.

12.2. Subcontracting

Blue Onyx reserves the right to engage subcontractors of its choice for the performance of all or part of the Services. In all cases, Blue Onyx shall remain solely responsible for the proper performance of the Services vis-à-vis the Client.

13.1. Mutual Commitment

Each Party undertakes to treat as strictly confidential and not to disclose, directly or indirectly, any information of any nature — commercial, financial, technical, strategic, or organisational — communicated by the other Party in the course of these GTC, whether such information was transmitted in writing, orally, or by any other means.

13.2. Scope of the Obligation

The confidentiality obligation shall apply throughout the duration of the contract and shall continue for a period of two (2) years after its termination, regardless of the cause.

13.3. Exceptions

The confidentiality obligation shall not apply to information that:

• is or becomes publicly available without fault of the receiving Party;
• was already known to the receiving Party prior to its disclosure, without any confidentiality obligation;
• is lawfully received from a third party not bound by a confidentiality obligation;
• is required to be disclosed by law, regulation, or a court order, provided that the other Party is informed in advance to the extent possible.

Unless the Client expressly objects in writing, Blue Onyx is authorised to mention the Client's name and logo as a commercial reference in its communication materials (website, presentations, commercial proposals, social media).

The Client may withdraw this authorisation at any time by simple written notification sent to contact@blueonyx.fr. Blue Onyx shall remove the reference within fifteen (15) days of receipt of the notification.

15.1. Commitments of Blue Onyx

In the course of performing the Services, Blue Onyx may process personal data on behalf of the Client, in its capacity as a processor within the meaning of Article 28 of the GDPR.

Blue Onyx undertakes to:

• process personal data solely in accordance with the Client's documented instructions;
• ensure the confidentiality of the data processed;
• implement appropriate technical and organisational measures to ensure data security;
• not sub-process personal data without the Client's prior authorisation;
• assist the Client in fulfilling its obligations under the GDPR (responding to data subject requests, notifying data breaches, etc.);
• delete or return personal data at the end of the contract, at the Client's choice, in accordance with Article 10.5.

15.2. Commitments of the Client

The Client warrants that it has informed the data subjects of the processing of their personal data and that it has obtained, where necessary, the required consents, in accordance with applicable regulations.

The Client is solely responsible for the lawfulness of the personal data it transmits to Blue Onyx and shall indemnify Blue Onyx against any third-party claims in this respect.

15.3. Privacy Policy

For further information regarding the processing of personal data by Blue Onyx, the Client is invited to consult the Privacy Policy accessible at: www.blueonyx.fr/fr/politique-confidentialite.

16.1. Best-Efforts Obligation

In accordance with Article 8.1, Blue Onyx is subject to a best-efforts obligation (obligation de moyens) in the performance of its Services. Blue Onyx may only be held liable in the event of proven fault in the performance of its obligations.

16.2. Exclusions of Liability

Blue Onyx shall under no circumstances be held liable for:

• indirect damages suffered by the Client, such as loss of profit, loss of clients, loss of revenue, loss of data, reputational harm, or damage to brand image;
• damages resulting from misuse of the Services by the Client or use that does not comply with these GTC;
• interruptions, malfunctions, or unavailability of the Services attributable to third-party technical providers (Article 12);
• damages resulting from a force majeure event (Article 17);
• the content of exchanges conducted via voice agents or chatbots between the AI agent and the Client's contacts;
• consequences arising from inaccurate, incomplete, or erroneous data provided by the Client.

16.3. Liability Cap

In all cases, the total liability of Blue Onyx, for all causes combined, is expressly limited to the total amount of sums actually paid by the Client during the three (3) months preceding the occurrence of the event giving rise to the damage.

This limitation shall apply regardless of the legal basis of the claim (contractual, tortious, or quasi-tortious) and regardless of the number of claims.

16.4. Claim Deadline

Any claim by the Client relating to the performance of the Services must be submitted in writing to Blue Onyx within a maximum period of thirty (30) days following the occurrence of the event giving rise to the claim. After this period, no claim shall be admissible.

16.5. Professional Civil Liability Insurance

Blue Onyx has taken out a professional civil liability insurance policy covering the financial consequences of its professional civil liability, including bodily, material, and immaterial damages caused to Clients or third parties in connection with the performance of the Services.

• Insurer: Hiscox SA, 38 avenue de l'Opéra, 75002 Paris
• Policy number: RCPH278564824
• Policy administrator: Orus France SAS (ORIAS No. 26000343), 14 avenue du Général de Gaulle, 94160 Saint-Mandé
• Geographic coverage: worldwide, excluding the United States and Canada

The Client may obtain additional information about the coverage subscribed upon simple request sent to contact@blueonyx.fr.

17.1. Definition

Neither Party shall be held liable for the failure to perform or the delay in performing its contractual obligations if such failure or delay results from a force majeure event within the meaning of Article 1218 of the French Civil Code.

The following shall be considered force majeure events, without limitation: natural disasters, fires, floods, epidemics or pandemics, wars, acts of terrorism, riots, strikes, governmental or regulatory decisions, Internet or telecommunications network outages, cyberattacks, failures of hosting providers, or failures of artificial intelligence service providers.

17.2. Consequences

In the event of a force majeure event, the performance of the affected Party's obligations shall be suspended for the duration of the event, without any compensation being due.

The affected Party undertakes to inform the other Party as promptly as possible and to make all reasonable efforts to mitigate the effects of the event.

If the force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the contract as of right by written notification, without compensation. Sums paid for Services not yet performed shall then be refunded to the Client.

The Client may not assign or transfer the contract, in whole or in part, to any third party without the prior written consent of Blue Onyx.

Blue Onyx reserves the right to assign the contract to any successor or assignee, provided the Client is notified in writing within a reasonable timeframe.

The failure of either Party to enforce any breach by the other Party of any obligation under these GTC shall not be construed as a waiver of the obligation in question, nor shall it constitute a precedent.

If any provision of these GTC is declared null or unenforceable by a final court decision, the remaining provisions shall retain their full force and effect. The Parties undertake to negotiate in good faith a replacement clause having an economic and legal effect as close as possible to that of the annulled clause.

These GTC, together with any specific conditions set out in the Quotation, constitute the entire agreement between the Parties and supersede all prior agreements, negotiations, and discussions, whether written or oral.

22.1. Governing Law

These GTC are governed by and construed in accordance with French law.

22.2. Amicable Resolution

In the event of any dispute relating to the interpretation, performance, or validity of these GTC, the Parties undertake to seek an amicable solution within thirty (30) days from written notification of the dispute by either Party.

22.3. Competent Jurisdiction

Failing amicable resolution within the period set out above, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Paris, notwithstanding plurality of defendants or third-party proceedings.

For any questions regarding these GTC, the Client may contact Blue Onyx:

• By email: contact@blueonyx.fr
• By phone: +33 2 14 73 95 55 (AI voice agent)
• By post: Théodore Bailly — Blue Onyx, 173 rue de Courcelles, 75017 Paris, France