GENERAL TERMS OF SALE

This is a translation. The French text is the only legally binding version of this document. Where this English translation and the French original differ, the French original prevails.

1. Purpose

These General Terms of Sale (hereinafter the GTS) define the conditions under which TALENTAI (hereinafter TalentAI) makes the Le Bureau platform available to its professional clients (hereinafter the Client) — a cloud operating system for deploying, running and supervising artificial intelligence agents.

The platform allows in particular the creation of autonomous agents capable of carrying out operational tasks within virtualised computing environments.

TalentAI acts exclusively as the publisher of a technical solution, making an execution infrastructure available. It plays no part whatsoever as the operator of the agents.

Any subscription implies full and unreserved acceptance of these GTS.

2. Definitions

The Platform means the Le Bureau SaaS solution.

An AI Agent means an autonomous system capable of carrying out tasks from instructions provided by the Client.

A Virtual Machine (VM) means the computing environment dedicated to an agent.

The Plugins mean the modules that allow the agents to be specialised.

Mission Control means the tools for supervising and controlling the agents.

The Client Data means all data processed or generated through the platform.

3. Contractual documents

The contract is made up, in order of precedence, of:

• the accepted quotation or purchase order,
• these GTS,
• any annexes (DPA, SLA),
• the technical documentation.

4. Description of the services

TalentAI provides a SaaS platform (also described as PaaS - Platform as a Service) enabling the Client to deploy and operate autonomous AI agents within dedicated virtualised environments.

Each agent has an isolated virtual machine enabling it to carry out concrete actions such as web browsing, data entry, task automation or interaction with third-party services.

The platform also allows the Client to supervise the activity of the agents, in particular through monitoring, validation and audit tools.

The services may include:

• creation and management of AI agents,
• automatic provisioning of VMs,
• access to business-oriented plugins,
• integrations with third-party services,
• persistent storage,
• supervision tools.

The precise characteristics depend on the plan subscribed to.

5. Financial conditions

Prices are stated in euros excluding tax and are set at the time of subscription.

Subscriptions are invoiced monthly in advance. Additional services are invoiced in accordance with the terms of the quotation.

In the event of late payment, statutory penalties will apply.

TalentAI reserves the right to suspend access to the platform in the event of non-payment.

TalentAI may change its prices on sixty (60) days' notice.

6. Term - Termination

The contract is entered into for an indefinite term, with no minimum commitment.

The Client may terminate at any time, with effect at the end of the current monthly period.

TalentAI may terminate in the event of a breach or of non-payment.

On termination, access is discontinued. Data may be returned on request for thirty (30) days.

7. Obligations of the Client

The Client undertakes to use the platform in accordance with the laws and regulations in force.

It is for the Client in particular to:

• provide accurate information,
• secure its access,
• supervise the agents,
• check the results produced.

The Client is solely responsible for the instructions given to the agents, for the data processed and for the actions carried out.

8. AI agents - Responsibility and framework of use

8.1 Nature of the platform

The Le Bureau platform is an execution environment allowing AI agents to carry out operational actions autonomously within computer systems.

The Client acknowledges that these actions may have real effects, in particular on third-party systems.

8.2 General principle: responsibility of the Client

The Client is the sole operator of the platform.

The Client is solely responsible for:

• the configuration of the agents,
• the instructions provided,
• the data processed,
• the actions carried out,
• the consequences of those actions.

Any action performed by an agent is deemed to be carried out under the Client's control.

TalentAI plays no part whatsoever as the operator.

8.3 Use at your own risk

The Client acknowledges that use of the platform carries risks inherent in the autonomy of the agents and in their interaction with external systems.

Consequently, use of the platform is at the Client's sole risk.

TalentAI is bound by an obligation of means and guarantees no result, nor the accuracy or the relevance of the actions performed.

8.4 No liability for automated actions

Save within the secure mode defined below, TalentAI may not be held liable for the actions carried out by the AI agents or for their consequences.

This exclusion covers in particular direct and indirect damage resulting from the automated execution of tasks.

8.5 Waiver of recourse

The Client expressly waives any recourse against TalentAI concerning the actions of the AI agents, the results produced or the consequences of their use.

This waiver covers in particular financial loss, loss of data and commercial harm.

8.6 Secure mode (optional)

TalentAI may offer a secure mode allowing the risks associated with the autonomy of the agents to be reduced.

That mode may include:

• mandatory human validation,
• execution restrictions,
• enhanced supervision,
• traceability of actions.

Where that mode is enabled and correctly configured, TalentAI undertakes to provide the corresponding technical means.

In that context only, TalentAI's liability may be assessed by reference to the proper functioning of the control features.

8.7 Critical uses

The platform must not be used without appropriate human supervision for sensitive purposes, in particular:

• financial or accounting decisions,
• the production of legal documents,
• medical decisions,
• automated contractual commitments.

The Client is solely responsible for putting the necessary controls in place.

9. Scraping and GDPR compliance

The platform may allow the automated extraction of data accessible online.

The Client undertakes to use these features in compliance with the GDPR, with the rights of third parties and with the terms of use of the services concerned.

TalentAI implements technical means enabling compliant use, without being able to guarantee the compliance of the uses made by the Client.

10. Availability

TalentAI implements the means necessary to ensure the availability of the platform.

No guarantee of continuous availability is however given.

11. Intellectual property

TalentAI retains all rights in the platform, the agents, the plugins and the associated technologies.

The Client is granted a right of use only.

12. Personal data

The Client acts as data controller.

TalentAI acts as processor and implements security measures consistent with industry standards, in particular:

• hosting in the European Union,
• securing of access,
• traceability of operations.

13. Liability

TalentAI's liability is strictly limited to the amount of the sums paid by the Client over the preceding twelve (12) months.

TalentAI may not be held liable for:

• the actions of the AI agents,
• decisions taken by the Client,
• indirect damage,
• loss of data or of revenue,
• malfunctions connected with third-party services.

14. Subcontracting and IT integrators

TalentAI may use technical providers or IT integrators for the performance of the services.

15. Force majeure

No party may be held liable in the event of force majeure.

16. Assignment

The Client may not assign the contract without prior written agreement.

TalentAI may assign the contract freely.

17. Governing law - Disputes

These GTS are governed by French law.

Any dispute falls within the jurisdiction of the courts of TalentAI's registered office.

18. General provisions

The invalidity of one clause does not affect the others.

A failure to exercise a right does not amount to a waiver of it.