Legal

Terms of Sale

Last updated: 30 September 2026

English translation, for information. The French version is the authoritative one.Version française

Part 1 — Common provisions

Article 1 — Purpose and scope

These terms of sale (the "Terms of Sale") apply to every order placed with [À COMPLÉTER] (the "Publisher"), [À COMPLÉTER], registered with the [À COMPLÉTER] under number [À COMPLÉTER], with its registered office at [À COMPLÉTER], VAT: [À COMPLÉTER], for:

the Paid plan: the Service on a dedicated instance, billed on usage (part 2);
the Enterprise and Enterprise+ plans: the Service for a flat fee, with onboarding and support (part 3);
Services: scoped engagements around OpenTremor (part 4).

The commercial licence is the subject of a separate agreement (part 5).

Terms defined in the terms of use (the "Terms of Use") have the same meaning in the Terms of Sale. In accordance with article L441-1 of the French Commercial Code, the Terms of Sale are the sole basis for commercial negotiation.

Article 2 — Professional clients only

The plans are intended exclusively for professionals. The Client declares that it contracts for the needs of its professional activity, and that the subscription falls within the scope of its main activity.

Article 3 — Contract documents

The contract between the Publisher and the Client (the "Contract") consists of, in decreasing order of precedence:

the specific terms: the quote, order form or contract accepted by the Client (the "Specific Terms");
the annexes to the Terms of Sale: the support policy (annex 1) and the data processing agreement (annex 2);
the part of the Terms of Sale specific to the plan ordered (parts 2 to 4);
the common provisions of the Terms of Sale (part 1);
the Terms of Use.

The Client's general terms of purchase do not apply unless expressly accepted by the Publisher in writing. Descriptions of the plans published on the website are for information; only the documents above bind the parties.

Article 4 — Orders

Every order starts with a request to [email protected]. The Publisher issues a quote setting out the plan, its scope, its price and, where applicable, the hosting provider and region. Unless stated otherwise, a quote is valid for thirty (30) days.

The Contract is formed when the Publisher receives the Client's written acceptance of the quote (a signature, or an email accepting it without reservation from an authorised person). In accordance with article 1127-3 of the French Civil Code, the parties waive articles 1127-1 and 1127-2 of that code.

The Publisher may decline an order, in particular where the requested region or provider is not available, or in the event of a previous dispute.

Article 5 — Prices

Prices are those set out in the Specific Terms or, for usage billed on volume, in the price list published on the pricing page in force at the time of use. They are stated excluding taxes.

For a Client established in France or in the European Union, prices and invoices are denominated in euros. For a Client established outside the European Union, they are denominated in United States dollars (USD) or, where the Specific Terms so provide, in another agreed currency.

VAT is applied, where applicable, at the rate in force on the invoice date, according to the Publisher's tax regime stated on the invoice. For services supplied to a taxable Client established in another European Union member state, the Client accounts for VAT under the reverse-charge mechanism, on presentation of a valid intra-EU VAT number.

The Publisher may change its prices with sixty (60) days' written notice for flat fees and thirty (30) days' for the usage price list. A Client who refuses the change may terminate the Contract before it takes effect, at no cost.

Article 6 — Invoicing and payment

Unless the Specific Terms provide otherwise:

one-time fees (deployment) are invoiced on order and payable before work starts;
flat fees are invoiced monthly, in advance;
usage is invoiced monthly, in arrears;
Services are invoiced under article 35.

Invoices are payable by bank transfer within thirty (30) days of their issue date. No discount is granted for early payment.

Any dispute over an invoice is sent in writing, with reasons, within thirty (30) days of receiving it. The undisputed part remains payable when due.

Article 7 — Late payment

Any late payment automatically incurs, without any reminder being necessary:

late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points;
a flat recovery fee of forty (40) euros per invoice, in accordance with articles L441-10 and D441-5 of the French Commercial Code, without prejudice to further compensation on proof.

After a formal notice has remained without effect for fifteen (15) days, the Publisher may suspend access to the Service until paid in full, then terminate the Contract under article 8. Suspension does not suspend the amounts due.

Article 8 — Term and termination

The term of the Contract is set by the part specific to each plan and by the Specific Terms.

Termination for breach. If a party commits a serious breach of its obligations that is not remedied thirty (30) days after a formal notice sent by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt, the other party may terminate the Contract automatically, without prejudice to any damages it may claim.

Discontinuation of the Service. The Publisher may end a plan, or stop operating the Service, with three (3) months' notice. Amounts paid in advance for the period after discontinuation are refunded. The Client benefits from the reversibility provided in article 11; the software being free software, the Client may also keep running it itself.

When the Contract ends, for whatever reason, all amounts owed become immediately payable.

Article 9 — The Publisher's obligations

The Publisher performs the Contract diligently and in accordance with professional standards. Unless expressly stated otherwise, it has a best-efforts obligation (obligation de moyens), in particular as to the availability of the Service, response times and security. It provides no service level agreement (SLA) with penalties or credits.

Operated by one person. The Client is informed that the Service is designed, developed and operated by the Publisher alone, who also provides support personally. Support is provided on business days, during business hours in the Europe/Paris time zone, under annex 1. The Publisher announces its planned unavailability as set out in that annex.

Changes. The Service runs the same version of the software for every client. The Publisher may change the software; if it removes a substantial feature the Client uses, it informs the Client at least thirty (30) days in advance, and the Client may then terminate the Contract at no cost.

Article 10 — The Client's obligations

The Client:

cooperates in good faith and provides the necessary information and access in good time;
complies, and ensures its Users comply, with the Terms of Use;
provides, where the Service uses a language model, an access key to a provider of its choice, and bears its cost;
keeps its own copies of the Content and Results it considers essential;
pays the price when due.

Article 11 — Reversibility

When the Contract ends, for whatever reason, the Client may request, within thirty (30) days, an export of its Content, Results, rules and settings in a structured, machine-readable format. The Publisher provides it within thirty (30) days of the request, once free of charge. Any further assistance, in particular migrating to an installation run by the Client, is a Services engagement.

After that period, the Organization's data is deleted; data remaining in backups is erased as the backups rotate, within thirty (30) days at most.

Article 12 — Intellectual property

The OpenTremor software is free software governed by its licences (article 9 of the Terms of Use). No provision of the Contract restricts the rights those licences grant. The Contract transfers no right to the OpenTremor name and logos to the Client.

The Content and Results belong to the Client as set out in article 10 of the Terms of Use. Rights in Services deliverables are governed by article 34.

The Publisher may freely use the Client's suggestions and feedback about the software, without consideration.

Article 13 — Confidentiality

Each party keeps confidential the non-public information of the other party it learns in connection with the Contract, and uses it only to perform the Contract. This obligation lasts for the term of the Contract and three (3) years after it ends. It does not apply to information that is public, already known to the receiving party, lawfully obtained from a third party, or whose disclosure is required by law or by an authority.

Article 14 — Personal data

Each party complies with the applicable data protection law, in particular Regulation (EU) 2016/679 (the "GDPR").

The Publisher processes, as controller, the data needed to manage the business relationship (contacts, invoicing), as set out in the privacy policy. It processes, as processor and on the Client's behalf, the personal data contained in the Organization, under annex 2.

Article 15 — Liability

The Publisher is liable only for a breach of its obligations, and only for direct and foreseeable damage suffered by the Client.

The following, in particular, are not compensable: loss of revenue, profit, customers or anticipated savings, reputational harm, the cost of a replacement service, and the consequences of decisions taken on the basis of the Results, whose limits are described in article 12 of the Terms of Use.

For plans hosted by the Publisher, loss of Content resulting from a failure of the backups described in article 22 is compensable under this article; where the Service runs on the Client's infrastructure, backing up the data is the Client's responsibility.

The Publisher's total liability, for all causes combined, is limited to the amount, excluding taxes, actually paid by the Client under the Contract in the twelve (12) months preceding the event giving rise to liability; for Services, to the price, excluding taxes, of the engagement concerned.

Any liability claim against the Publisher must be brought within two (2) years from the day the Client knew or should have known of the event giving rise to it, in accordance with article 2254 of the French Civil Code.

These limitations do not apply to gross negligence or wilful misconduct, nor to damage whose compensation the law prohibits limiting.

Article 16 — Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code. The following, in particular, are treated as such where they meet its conditions: a cyberattack of exceptional scale affecting the hosting region and beyond the Publisher's means; the serious illness or accident of the Service's operator preventing them from performing their obligations for a lasting period. The failure of a provider chosen by the Publisher is not, in itself, a case of force majeure.

The affected party informs the other without delay. The affected obligations are suspended for as long as the impediment lasts. If it lasts more than sixty (60) days, either party may terminate the Contract in writing; amounts paid in advance for the period not performed are refunded.

Article 17 — Subcontracting and assignment

The Publisher may use subcontractors, in particular for hosting; it remains responsible to the Client for their work. Sub-processors within the meaning of the GDPR are governed by annex 2.

In accordance with article 1216 of the French Civil Code, the Client consents in advance to the Publisher assigning the Contract to a company controlled by the Publisher or taking over all or part of the operation of the Service; the Client is notified of the assignment in writing. The Client may not assign the Contract without the Publisher's prior written consent.

Article 18 — References

The Publisher names the Client or uses its logo as a commercial reference only with the Client's prior written consent.

Article 19 — General provisions

The Contract is the entire agreement between the parties on its subject matter. If any provision is held invalid, the others remain in force. Failure to invoke a breach does not waive it.

Notices are validly given by email to the addresses set out in the Specific Terms, except where the Contract requires a registered letter.

The Terms of Sale are written in French. This English translation is provided for information only; in case of discrepancy, the French version prevails.

Article 20 — Governing law and disputes

The Contract is governed by French law.

In the event of a dispute, the parties seek an amicable solution for thirty (30) days from its written notification. Failing that, the dispute is brought before the competent courts of [À COMPLÉTER], including for summary proceedings, third-party claims or multiple defendants, subject to mandatory rules of jurisdiction.

Part 2 — Paid plan (dedicated instance)

Article 21 — Deployment

The Publisher deploys an instance of the Service dedicated to the Client (a single virtual machine running the Service), at the hosting provider and in the region set out in the quote from the Publisher's selection, then hands it over to the Client, running.

The deployment fee is a one-time flat fee. It is refunded if the Publisher fails to deliver the instance; it is no longer refundable once the instance has been handed over.

Article 22 — Instance and backups

The size of the instance is adjusted at the Client's request. A change of size that increases infrastructure costs is quoted beforehand.

The Publisher sets up a daily backup of the instance's data, kept in the same region for thirty (30) days, and restores data at the Client's request. This is a best-efforts obligation; the Client keeps its own copies of the data it considers essential.

The Publisher deploys new versions of the software to the instance, identical for every client, as a rule outside business hours.

Article 23 — Usage measurement and invoicing

Usage is invoiced monthly, according to the degressive price list in force, on the number of unique resources analysed during the month; a resource analysed several times in the same month is billed once.

The usage data recorded by the Service is binding between the parties unless proven otherwise, in accordance with article 1368 of the French Civil Code.

Article 24 — Platform administration

Platform administration (instance settings, price list, plans) stays with the Publisher, since the Client's bill is computed from those settings. The Publisher makes the platform-level changes the Client asks for (settings, identity providers, integrations) within a reasonable time. The Client administers its Organizations.

Article 25 — Term

The Contract is entered into for an indefinite term, with no minimum commitment. Either party may end it at any time in writing with thirty (30) days' notice; termination takes effect at the end of the calendar month following the end of the notice period. Usage in the last month is invoiced.

Part 3 — Enterprise and Enterprise+ plans

Article 26 — Scope

The Enterprise and Enterprise+ plans give access to the same software as every other plan, with no reserved feature. They differ only in their support terms, set out in annex 1 and the Specific Terms.

The Service is provided either on a dedicated instance hosted by the Publisher (articles 21 and 22 then apply) or on the Client's infrastructure. In the latter case, the Client is responsible for its infrastructure, its security, its backups and applying updates; the Publisher accesses it only as far as the Client allows. The Enterprise plan assumes a standard deployment (a single virtual machine); a specific deployment (Kubernetes, high availability or the Client's own requirements) falls under the Enterprise+ plan.

Article 27 — Flat fee

The fee is flat and monthly. It depends neither on the number of Users nor on the number of analyses; usage is not capped, within the technical limits of the agreed instance. Its amount is set in the Specific Terms, in particular according to where the Service runs and the level of support chosen (number of authorised support contacts, first-response target, assistance hours).

If any of these changes substantially, or if the Client's usage durably exceeds the capacity of the agreed instance, the parties renegotiate the fee. Failing agreement within thirty (30) days, either party may terminate the Contract with thirty (30) days' notice.

Article 28 — Included assistance

The plans include:

one or more onboarding sessions, as set in the Specific Terms (failing that, one session of sixty to ninety minutes);
assistance configuring the Service (organizations and teams, choice of packs, rules and categories, language model connections and budgets);
priority support under annex 1;
where applicable, a monthly allowance of technical assistance hours set in the Specific Terms;
for the Enterprise+ plan, where applicable, a specific deployment.

Software development (a custom pack or integration), customer-specific versions of the software, private patches and guaranteed feature requests are not included; they are, where applicable, Services.

Article 29 — Platform administration

On a dedicated instance or on its own infrastructure, the Client holds platform administration. It is responsible for the actions taken with those rights; the Publisher is not responsible for malfunctions resulting from configuration changes made by the Client.

Article 30 — Language model costs

The cost of language model calls is borne by the Client, through its own access key, unless the Specific Terms provide otherwise. If the Specific Terms provide that the Publisher bears that cost, they set a monthly budget beyond which analyses that use a language model are suspended until the following month.

Article 31 — Term

The Contract is entered into for the initial term set in the Specific Terms or, failing that, for one (1) month. It then renews automatically for successive one-month periods. The Client may end it with thirty (30) days' notice before the end of the current period; the Publisher, with three (3) months' notice.

Part 4 — Services

Article 32 — Quote

Each engagement is the subject of a quote setting out: the scope and deliverables, the assumptions made, the acceptance criteria, an estimate with a maximum number of hours, an indicative schedule and the price.

Article 33 — Performance

The Publisher performs the engagement in accordance with the quote. Timelines are indicative unless expressly stated otherwise; they are extended by any delay attributable to the Client.

Work stops at the maximum number of hours in the quote: no overrun is invoiced without the Client's prior written consent. Any request outside the scope is the subject of a new quote, accepted before work starts.

Article 34 — Acceptance and deliverables

Acceptance. The Client has ten (10) business days from delivery to check the deliverables against the acceptance criteria and notify any blocking defect in writing. The Publisher fixes blocking defects within a reasonable time, after which the acceptance period restarts for the fixed items only. Without notification within that period, or as soon as the deliverables are used in production, they are accepted. Non-blocking defects do not prevent acceptance.

Warranty. For thirty (30) days after acceptance, the Publisher fixes free of charge any non-conformity of the deliverables with the quote that is reported to it.

Software components. The Publisher retains the rights to the software components it develops (packs, integrations, tools). It grants the Client a non-exclusive, worldwide licence, for the duration of the rights, to use, reproduce and modify those components for its own needs, in particular internal business needs. The Publisher may publish them under a free software licence, provided they contain none of the Client's confidential information.

Client-specific deliverables. Deliverables that express information specific to the Client (in particular rules encoding its internal standards, and documentation specific to it) are assigned to the Client upon full payment of the price. The assignment covers the rights of reproduction, representation, adaptation, modification and translation, on any medium, worldwide, for the full legal duration of the rights, and for any use by the Client, in particular for its internal business needs. The Publisher retains its know-how and generic tools.

Article 35 — Payment

Unless the quote provides otherwise, thirty percent (30%) of the price is invoiced on order and the balance on acceptance. An engagement lasting more than one month may be invoiced monthly, pro rata to the hours worked.

Part 5 — Commercial licence

Article 36 — Separate agreement

The commercial licence, which grants redistribution rights that the software's free licences do not, is the subject of a separate licence agreement. These Terms of Sale apply to it only to the extent that agreement expressly refers to them.

Annex 1 — Support policy

Scope. This policy applies to the Enterprise and Enterprise+ plans. Support covers the OpenTremor software in its latest published version and the version before it.

Channel and hours. Enterprise: by email to [email protected]. Enterprise+: the channel agreed in the Specific Terms. Support is provided on business days (Monday to Friday, excluding French public holidays), from 9:00 to 18:00 Paris time. Only the authorised contacts designated by the Client may open a request.

Severity levels.

Critical: the Service is unavailable, or a data security breach is suspected.
Major: an important feature is unusable, with no workaround.
Minor: any other defect, question or configuration request.

First-response target. The time set in the Specific Terms or, failing that, two (2) business days, whatever the severity; critical requests are handled first.

These times are first-response targets, not resolution times. Missing them gives rise to no penalty or credit. However, if the target is repeatedly missed on critical or major requests for three (3) consecutive months, the Client may terminate the Contract without notice or cost.

Fixes. A confirmed defect is fixed according to its severity, in a version released to every client. Where possible, the Publisher offers a workaround in the meantime. No fix time is guaranteed.

Planned unavailability. As the Service is operated by one person, their planned absences are announced, where possible, five (5) business days in advance. During those periods, up to six (6) weeks per calendar year, the response targets are suspended; critical requests are handled where possible.

Assistance hours. Where the Specific Terms include a monthly allowance of hours, it is counted in thirty (30) minute increments. Unused hours do not roll over.

Exclusions. Support does not include: custom development, customer-specific versions or private patches, 24/7 support, on-site work, third-party software and services (language model providers, GitHub, identity providers), the Client's infrastructure, or versions of the software modified by the Client.

Subject matter and duration. The Publisher (the processor) processes personal data on behalf of the Client (the controller) solely to provide the Service, for the term of the Contract and until the data is deleted as provided in article 11.

Nature of the processing. Hosting, storage, automated analysis of the Content, display, backup, deletion, and transmission of the Content to the language model provider designated by the Client, on its instruction.

Data and data subjects. Identification and connection data of the Client's Users (name, email address, identity provider identifiers, access logs and IP addresses); personal data that the Content may contain (for example names and email addresses of code change authors). Data subjects: the Client's Users, employees and contractors, and the people whose data appears in the Content.

Instructions. The Publisher processes the data only on the Client's documented instructions: the Contract and the Client's configuration of the Service are its instructions. The Publisher informs the Client if it considers an instruction infringes data protection law.

Confidentiality. Only the Publisher has access to the data. Anyone it authorised to process it would be bound by confidentiality.

Security. The Publisher implements the measures required by article 32 GDPR, in particular: encrypted communications, encryption at rest of secrets (language model provider keys, integration tokens), isolation between Organizations, role-based access control, two-factor authentication, logging of administrative operations, and purging of raw Content according to the configured retention periods.

Sub-processors. The Client gives general authorisation for the following sub-processors: Scaleway SAS (hosting, Paris (fr-par), France); for a dedicated instance, the hosting provider set out in the quote, in the region set out in the quote; and, only where the Client turns on the corresponding feature, Google and Microsoft (sign-in), GitHub (integration), Slack (notifications). The language model provider chosen by the Client is not a sub-processor of the Publisher: the Client contracts with it directly. The Publisher informs the Client of any addition or replacement at least thirty (30) days in advance; the Client may object on legitimate grounds and, failing agreement, terminate the Contract at no cost. The Publisher imposes equivalent data protection obligations on its sub-processors.

Location and transfers. The shared instance of the Service is hosted in France; a dedicated instance is hosted in the region set out in the quote. The Publisher does not transfer the data outside the European Union, except where the Client chooses a hosting provider, region, language model provider or integration located outside the European Union; that choice is the Client's instruction, and the Client is responsible for addressing its consequences.

Assistance. The Publisher assists the Client, to a reasonable extent and free of charge, in responding to data subject requests and in meeting its obligations on security, breach notification and impact assessments. It forwards to the Client any request it receives directly from a data subject.

Personal data breach. The Publisher notifies the Client of any personal data breach within forty-eight (48) hours of becoming aware of it, with the information it has.

End of processing. When the Contract ends, the Publisher returns the data as provided in article 11, then deletes it, unless the law requires it to be kept.

Audit. The Publisher makes available to the Client the information needed to demonstrate compliance with this agreement. The Client may have an audit carried out, at its own cost, at most once per calendar year, with thirty (30) days' notice, by itself or by an independent auditor bound by confidentiality, primarily on documents and without disrupting the operation of the Service.

Instance on the Client's infrastructure. Where the Service runs on the Client's infrastructure, the Publisher processes data only when the Client gives it access, in particular for support; this annex then applies to that access only.