D&S Intelligence
Back to the site
FR EN

Contractual framework

General terms of sale

Version 1.5, effective October 3, 2026. This English translation is provided for convenience only; the French version prevails.

1. Purpose and scope

These general terms of sale (the “Terms of Sale”) govern all services provided by the company D&S Intelligence, an SAS (French simplified joint-stock company) with share capital of €700, whose registered office is located at 43 rue Jean Lecanuet, 76000 Rouen, France, registered with the Rouen Trade and Companies Register (RCS) under number 107 677 262 (the “Provider”), to any natural or legal person acting for professional purposes (the “Client”).

The services are intended exclusively for professionals acting in the course of their business. However, where the contract is concluded off-premises within the meaning of Article L221-1 of the Code de la consommation (French Consumer Code), its subject matter does not fall within the scope of the Client's main business, and the Client employs five (5) or fewer employees, the Client benefits from the provisions that Article L221-3 of that code extends to professionals, and in particular from a right of withdrawal of fourteen (14) days from the conclusion of the contract. The Client exercises this right without having to give reasons, by sending the Provider, before this period expires, the form in Article 23 or any other unequivocal statement, by mail to 43 rue Jean Lecanuet, 76000 Rouen, France, or by email to contact@ds-intelligence.tech. The Provider then refunds any amount received no later than fourteen (14) days after being informed of the withdrawal, using the same means of payment.

In that case, and by way of derogation from Articles 4 and 10, no payment is requested or received before the end of a period of seven (7) days from the conclusion of the contract. Performance of the services begins only once the withdrawal period has expired, unless the Client expressly requests otherwise on paper or on a durable medium; a Client who withdraws after making such a request pays an amount corresponding to the services provided until it communicated its decision, in proportion to the total agreed price. The right of withdrawal can no longer be exercised once the service has been fully performed before the end of the period, at the Client's express request, where the Client has acknowledged that it loses this right once the service has been fully performed.

These Terms of Sale are provided to the Client with the Quote, which states their version, and are attached to it in the same signature package; they are accepted by signing the Quote (Article 1119 of the Code civil, French Civil Code). The Client's purchasing terms apply only if the Provider has accepted them in writing. Each version of the Terms of Sale is dated, kept by the Provider and provided upon request.

2. Definitions

3. Formation of the contract

The contractual documents are, in decreasing order of precedence: the accepted Quote and its appendices, then these Terms of Sale. The information on the Provider's website, including the answers given by its chat assistant, and in particular prices shown as “starting at”, is provided for guidance only: it does not constitute an offer in the legal sense and binds the Provider only once included in an accepted Quote.

The contract is formed by acceptance of the dated Quote, signed by the Client and bearing the words “bon pour accord” (approved and agreed), or by any equivalent written acceptance, including by electronic signature; it is concluded on the date of the last required signature (Article 21). Quotes are valid for thirty (30) days.

Any request from the Client that exceeds the scope described in the Quote is subject to an additional quote and may not be carried out before that quote is accepted.

4. Preliminary audit

Except for a one-off and clearly defined need, the deployment of an Automation is preceded by an infrastructure audit intended to map the Client's processes and to prioritize the relevant automations.

The audit is invoiced at €790 excl. VAT, payable upon order. It results in the delivery of a report including the process map, a deployment plan and a quantified estimate of the return on investment.

If, within three (3) months following delivery of the report, the Client approves the deployment of Automations whose setup totals at least €3,000 excl. VAT, subscription not included, the amount of the audit is deducted in full from the first deployment invoice, that is, the deposit invoice provided for in Article 10.

Below this amount, or if no approval is given within this period, the audit fee is retained by the Provider. The Client keeps the report and may use it freely for internal purposes.

An audit ordered before October 2, 2026 remains subject to the deduction rule of the version of the Terms of Sale in force on the date it was ordered.

5. Services

The Provider offers the following services, within the limits of the accepted Quote:

The Provider is bound by an obligation of means (obligation de moyens, a duty to use its best efforts, not to achieve a specific result). It performs the services in accordance with good professional practice and applies the skills reasonably expected of a professional in its sector.

The evolving nature of AI technologies

The Client acknowledges that systems based on artificial intelligence models produce results of a probabilistic nature, which may vary for an identical request and may contain errors. The Provider does not guarantee the accuracy, completeness or reproducibility of generated content. It is the Client's responsibility to define human checks appropriate to the consequences of the decisions made on the basis of these results.

EU Artificial Intelligence Act

The Automations are developed for the Client and put into service under its name and on its behalf: the Client is their “provider” and “deployer” within the meaning of Article 3 of Regulation (EU) 2024/1689 on artificial intelligence (the AI Act), as amended. Where an Automation interacts directly with natural persons, the Provider configures it so that it discloses that it is an AI system (Article 50(1)); where required, it also sets up the marking of generated content (Article 50(2)). The Client undertakes not to remove these measures and assumes the obligations specific to deployers, in particular those under Article 50(3) and (4).

The Client shall not use the Automations for any practice prohibited by that regulation, or for any high-risk use within the meaning of its Annex III, without the Provider's prior written consent.

No Automation makes, on its own and without human involvement, a decision producing legal effects concerning a person or similarly significantly affecting them, within the meaning of Article 22 of the GDPR, unless the Client requests it in writing; the Client then ensures that one of the exceptions provided for in that article applies and implements the safeguards it requires.

6. Obligations of the Client

The Client undertakes to:

Any delay attributable to the Client automatically extends the performance timelines by at least an equal period, without giving rise to any compensation.

7. Accounts and costs of artificial intelligence services

Automations that use artificial intelligence models operate by means of accounts opened in the Client's name with the AI Suppliers.

The Client opens, funds and maintains these accounts. It directly bears all of their usage costs, which the AI Supplier invoices under its own terms. These costs are not included in any Plan and do not pass through the Provider, which applies no markup on usage. The Client retains ownership of its access and visibility over its usage.

The Provider advises the Client on the initial setup and assists it in configuring spending caps, but cannot be held liable for the level of usage observed.

Any service interruption resulting from an AI Supplier account that is suspended, closed, unpaid, or has reached its spending cap or rate limit, or from a unilateral change to the AI Supplier's terms, is excluded from the Provider's availability commitments and cannot give rise to its liability.

Nor is the Provider liable for the deprecation, modification or withdrawal of a model by its AI Supplier. Migration to a replacement model is included in the “Growth” and “Peace of Mind” Plans; it is subject to a quote under the “Essential” Plan.

8. Hosting and maintenance

Hosting the Automations on the Provider's infrastructure is essential to their operation. Subscribing to a Plan is therefore a condition for putting them into production, and the subscription continues for the entire period of operation.

The Plans, their content and their prices are described on the Pricing page of the Provider's website and restated in the Quote. The content of each Plan is exhaustive: any service not listed is subject to a separate quote.

Availability

The Provider uses reasonable means to ensure the continuous availability of the hosted systems. This commitment constitutes an enhanced obligation of means (obligation de moyens renforcée) and not a guarantee of result. The following are, in particular, excluded from the availability calculation:

9. Prices

Prices are expressed in euros and excluding VAT. VAT is added at the rate in force on the invoicing date.

The applicable prices are those of the accepted Quote. Plan prices may be revised annually; any revision is notified to the Client in writing with two (2) months' notice and, if the Client refuses it, gives the Client a right to terminate without compensation on the effective date of the revision.

Setup fees are due regardless of the subsequent duration of the subscription.

10. Invoicing and payment

Unless otherwise stipulated in the Quote, setup services are invoiced 40% of the price of the Work Packages upon order, with the price of the audit, where deductible (Article 4), being offset against this deposit invoice, then, for each Work Package, 60% of its price upon its acceptance, obtained under the conditions of Article 11. Plans are invoiced monthly, in advance, on the same day of the month as the Go-Live of the first Work Package (or on the last day of the month where that day does not exist in it). No discount is granted for early payment.

Invoices are payable within thirty (30) days of their issue date, by bank transfer or direct debit.

In accordance with Articles L441-10 and D441-5 of the Code de commerce (French Commercial Code), any late payment automatically entails, without prior formal notice, the application of penalties calculated at a rate equal to three (3) times the legal interest rate, payable from the day following the payment date stated on the invoice, as well as a fixed indemnity for recovery costs of forty (40) euros, without prejudice to additional compensation upon presentation of supporting evidence.

If non-payment persists fifteen (15) days after a formal notice that has remained unanswered, the Provider may suspend access to the hosted services, after informing the Client. The amounts due remain payable notwithstanding the suspension.

11. Timelines, delivery and acceptance

The timelines stated in the Quote are given for guidance only and run from receipt of the deposit and of all the items owed by the Client. A reasonable overrun may not give rise to compensation or termination, subject to the last paragraph of this Article.

Delivery of a Work Package means making it available to the Client in a test environment, with written notice. From that notice, the Client has ten (10) business days to carry out acceptance testing and to report in writing, with reasons, any non-conformity with the Quote. Upon expiry of this period without any report, or as soon as the Client uses the Work Package to process its real operations outside testing, acceptance is deemed to have been given. Go-Live follows acceptance.

Duly reported non-conformities are corrected free of charge within a reasonable time. Each corrective delivery, notified in writing, opens a new acceptance period of ten (10) business days, under the same conditions. Requests that do not constitute a non-conformity with the Quote fall under Article 3.

If, after two corrective deliveries, a Work Package still has a reported non-conformity that prevents its use for its main function, or if it is delivered more than two (2) months after the timeline set in the Quote for a reason attributable solely to the Provider, the Client may, in writing, give up that Work Package and obtain a refund of the amounts paid for it.

12. Intellectual property

The Provider retains full ownership of its prior knowledge, methods, know-how, tools, libraries and Generic Components, whether developed before or in the course of the performance of the contract.

The Provider represents that it holds the rights necessary in the Custom Developments. From full payment of the price of the order, it assigns to the Client, on a non-exclusive basis, the following rights in the Custom Developments identified in the Quote: the right of reproduction, permanent or temporary, on any medium; the right of use and execution; the rights of translation, adaptation and modification, including by a third party chosen by the Client; for websites and graphic content, the right of representation and communication to the public by any means, in particular online. This assignment applies for the purposes of the Client's business activities, worldwide and for the full legal term of protection of copyright (Articles L122-6 and L131-3 of the Code de la propriété intellectuelle, French Intellectual Property Code). Its price is included in the price of the order. Until full payment, the Client has a mere right to use the Deliverables, limited to the needs of acceptance testing and operation.

This assignment does not entail any transfer of rights in the Generic Components, even when incorporated into the Deliverables. For those incorporated into them, the Provider grants the Client a non-exclusive license to use, reproduce and modify them, non-transferable except together with the Deliverables, worldwide and for the full legal term of protection of the rights, limited to the operation of the Deliverables for the purposes of the Client's business activities, including after the end of the contract and on another infrastructure. Its price is included in the price of the order. Open-source or third-party components remain subject to their own licenses. The Provider remains free to reuse its Generic Components and its know-how for other clients, without the Custom Developments or the Client's confidential information.

The Client remains the sole owner of its data and content. The outputs produced by the Automations from them belong to the Client as between the parties, and the Provider assigns to the Client, to the extent necessary, any rights it may hold in them, under the conditions of territory, duration and purpose set out above. The Client is informed that these outputs, like certain parts of the Deliverables produced with the assistance of AI tools, may not be protected by copyright; the Provider does not warrant their originality.

The Client holds the Provider harmless against any third-party claim relating to the content, data and materials the Client has provided to it. The Provider holds the Client harmless against any third-party claim alleging that the Custom Developments, used in accordance with the contract, infringe its rights, excluding outputs produced by AI models, materials provided by the Client and open-source or third-party components. The indemnified party notifies the other party of the claim without delay and leaves it in control of the defense; the Provider may modify or replace the item concerned. The Provider's indemnity applies within the limit set in Article 16.

13. Personal data

Where the performance of the services leads the Provider to process personal data on behalf of the Client, the Client acts as controller and the Provider as processor within the meaning of Article 28 of Regulation (EU) 2016/679. For this purpose, the parties are bound by the data processing agreement, attached to the Quote together with its Client sheet and accepted with it, which specifies the nature, purpose and duration of the processing, the categories of data concerned, the security measures and the list of sub-processors. That agreement prevails over these terms for all matters relating to personal data.

The Provider processes such data only on documented instructions from the Client, implements appropriate technical and organizational measures, imposes a confidentiality obligation on authorized persons, and assists the Client in responding to requests from data subjects to exercise their rights and in the event of a personal data breach.

AI Suppliers are accessed through accounts opened in the Client's name (Article 7). The Provider configures these accounts so that the Client's data is not used to train models and, where the AI Supplier allows it, so that its retention is reduced to the minimum the AI Supplier offers. The chosen model, its publisher and the country in which it runs are set out in the Client sheet, or are agreed in writing with the Client before the model first processes the Client's data. A model, like certain services listed in Appendix 3 of the data processing agreement, may process the data outside the European Union, in particular in the United States; the transfer is then governed by the safeguards of Chapter V of the GDPR. The Client may request a configuration in which the models run within the European Union. Details are set out in Articles 6 and 9 of the data processing agreement.

It is the Client's responsibility, in its capacity as controller, to ensure the lawfulness of the processing it carries out by means of the Automations and that the data subjects are informed.

14. Confidentiality

Each party undertakes to preserve the confidentiality of the information received from the other party that is identified as confidential or whose confidential nature results from the circumstances. This undertaking survives for five (5) years after the expiry of the contract.

The following are excluded: public information, information already known to the receiving party without any obligation of confidentiality, and information whose disclosure is required by law or by a competent authority.

15. Warranty

The Provider warrants that each Work Package conforms to the Quote for a period of three (3) months from its acceptance. This warranty covers the correction, free of charge, of reproducible defects, excluding:

Beyond this period, the correction of defects falls under the Plans subscribed to or a specific quote.

16. Liability

The Provider may be held liable only in the event of fault on its part, and solely for the direct and foreseeable damage suffered by the Client.

Indirect damage is expressly excluded, in particular: operating losses, loss of revenue, loss of customers, damage to reputation and commercial harm. The Client remains responsible for backing up its own data in its tools. Loss of data hosted by the Provider, where it results from a breach of the Provider's security or backup obligations, constitutes direct damage; compensation for it is limited to the cost of restoring the data, within the cap below.

In any event, the Provider's total liability, for all causes combined, is limited to the higher of the following two amounts: the price, excluding VAT, of the order concerned, or the amounts, excluding VAT, received under the contract during the twelve (12) months preceding the event giving rise to liability.

These limitations do not apply in the event of fraud or willful misconduct (dol) or gross negligence (faute lourde), in the event of personal injury, or in cases where the law prohibits them.

17. Force majeure

Neither party may be held liable for a failure resulting from a case of force majeure within the meaning of Article 1218 of the Code civil (French Civil Code). Widespread failures of telecommunications networks and the prolonged interruption of the services of an essential infrastructure supplier are, in particular, treated as force majeure, provided that they are beyond the reasonable control of the party concerned.

If the impediment lasts beyond sixty (60) days, either party may terminate the contract by registered letter, without compensation. Force majeure does not suspend the payment of amounts already due.

18. Term and termination

Plans run from the Go-Live of the first Work Package, for an initial term of twelve (12) months, and are then tacitly renewed for successive periods of one (1) month.

At the end of the initial term, the Client may terminate the Plan in writing, subject to thirty (30) days' notice; the Provider may do so subject to three (3) months' notice, to give the Client time to organize the transition. The Client may also terminate the Plan before the end of the initial term, subject to payment of an early termination fee (indemnité de dédit) equal to the monthly payments remaining until that end. No fee is due in the event of termination for breach by the Provider, nor in the cases provided for in Article 9 of these Terms of Sale and Article 6 of the data processing agreement.

The Client may give up, in writing, all or some of the Work Packages not yet delivered. The deposit is then retained by the Provider, and work performed on the Work Packages concerned beyond its value is invoiced in proportion to its progress. If no Work Package has gone live, the Plan has not started and no monthly payment is due.

In the event of a serious breach by a party of its obligations that is not remedied within thirty (30) days following a written formal notice, the other party may terminate the contract as of right, without prejudice to any damages.

The Client is informed that upon expiry of the Plan, the hosted Automations stop working, subject to Article 19.

19. Reversibility

Upon expiry of the contract, for whatever reason, the Provider delivers to the Client, upon written request made within thirty (30) days, an export of its data in a structured and commonly used format. Subject to payment of the amounts due, it also delivers the export of the Custom Developments in the native format of the tool that runs them, together with the configuration documentation of the Automations.

If the Provider ceases its business, is liquidated or discontinues its hosting service, this delivery is due as of right, without waiting for the expiry of the contract.

Any migration assistance beyond this delivery is subject to a quote. After a period of ninety (90) days following the expiry of the contract, the Provider securely deletes the Client's data.

20. Commercial references

Unless the Client objects in writing, the Provider may mention the Client's name and logo, together with a general description of the services performed, as a commercial reference in its communication materials. This option does not authorize the disclosure of any confidential information.

21. General provisions

The Provider may use subcontractors to perform all or part of the services, while remaining responsible to the Client for their performance.

If any provision of these Terms of Sale is held to be void or unenforceable, the other provisions remain in full force and effect. A party's failure to invoke a breach does not constitute a waiver of its right to invoke it later.

The Provider may amend these Terms of Sale; each version is numbered and dated. The version applicable to the Client is the one stated in, and attached to, the Quote it accepted or, failing that, the one in force on the date of that acceptance. A later version applies to the Client, including for a Plan in progress, only after the Client has accepted it in writing; failing that, the version it accepted continues to apply.

The Quote, these Terms of Sale and their appendices may be accepted by electronic signature, using the signature service chosen by the Provider. The parties recognize this signature as a signature within the meaning of Article 1367 of the Code civil (French Civil Code), and the document so signed as having the same evidential value as a paper document (Article 1366 of the same code). The signed document and the audit trail issued by this service are proof between the parties, unless proven otherwise, of the identity of the signatories, their consent, the integrity of the document and the date of each signature (Article 1356 of the same code). The contract is concluded on the date of the last required signature. The signatory represents that they have authority to bind the Client. Emails exchanged at the addresses stated in the Quote are proof between the parties of their content and date, unless proven otherwise.

22. Governing law and disputes

These Terms of Sale are governed by French law.

In the event of a dispute, the parties undertake to seek an amicable solution for a period of thirty (30) days following written notification of the dispute, before taking any legal action. This step prevents neither the recovery of an overdue invoice, including through an order for payment procedure (injonction de payer), nor an application for summary proceedings (référé).

Failing agreement within this period, and where both parties are merchants (commerçants), exclusive jurisdiction is conferred on the Tribunal de commerce de Rouen (Rouen Commercial Court), notwithstanding multiple defendants or third-party claims for indemnity (appel en garantie), including for urgent or protective proceedings. In all other cases, the dispute falls within the jurisdiction of the court competent under the ordinary rules.

23. Withdrawal form

Reserved for the Client referred to in the second paragraph of Article 1. Please complete and return this form only if you wish to withdraw from the contract.

To D&S Intelligence, 43 rue Jean Lecanuet, 76000 Rouen, France, contact@ds-intelligence.tech:
I/We (*) hereby give notice that I/we (*) withdraw from my/our (*) contract for the provision of the following service:
Quote no. and order date:
Name and address of the Client:
Name and title of the signatory:
Signature (only if this form is notified on paper):
Date:
(*) Delete as appropriate.