General Terms and Conditions

General Terms and conditions

Preambule

These General Terms of Use govern access to and use of the SaaS service provided by CONSTELLIA. They supplement the SaaS Agreement entered into between CONSTELLIA and the Client, which governs the provision, billing, and duration of the service.

CONSTELLIA markets online software features, which it owns, as well as software functionalities designed and developed by other publishers, and offers implementation services for these software features. The Client subscribes to a SaaS service governed by these separate General Terms of Use.

The Client acknowledges having received, prior to entering into the Agreement, all information necessary for its decision, notably through CONSTELLIA's website, which provides descriptions of the Services and the applicable pricing. Where applicable, and in particular within the framework of a bespoke offer or following discussions with CONSTELLIA, additional documentation may be provided to the Client upon request. The Client acknowledges having ensured that the Services are suitable for its needs prior to subscribing, and undertakes to provide CONSTELLIA with all information necessary for the proper performance of the Services.

Article 1. Acceptance of the Agreement - purpose

Article 1.1 - Acceptance of the Agreement

The Client shall be deemed to have read and unreservedly accepted the Agreement upon placing the Order.

Article 1.2 - Purpose

The purpose of these Terms is to define the terms and conditions under which CONSTELLIA undertakes to provide the Client with the service described in the Agreement.

Article 1.3 - Amendments to the General Terms of Use of the SaaS Service

The Client is informed that CONSTELLIA reserves the right to amend these General Terms of Use of the SaaS Service at any time. The Client acknowledges that such amendments will be made available on CONSTELLIA's website, which the Client agrees to consult regularly.

The Client may refuse such amendments within two (2) months following their publication by CONSTELLIA by notifying CONSTELLIA of its refusal via registered letter with acknowledgment of receipt. Such refusal shall result in the termination of the Client's right to access and use the Service within fifteen (15) days following notification of the refusal, as well as the reimbursement by CONSTELLIA of any amounts already paid by the Client for services that would have been rendered after termination.

If no notification of refusal is made within the two (2)-month period, the amended terms shall take effect as from their publication.

Similarly, continued use of the Service after the expiry of the aforementioned two (2)-month period shall constitute acceptance of the modification.

Article 2. Effective Date

The Agreement shall take effect as from the Effective Date. It shall terminate thirty-six (36) months after CONSTELLIA provides the Client with the access credentials to the Application.

The Agreement shall then be automatically renewed for successive periods equal to the duration of the contractual commitment in force at the time of renewal.

Either Party wishing not to renew the Service must notify its decision via electronic notification on CONSTELLIA's website or by sending a registered letter with acknowledgment of receipt at least six (6) months prior to the end of the current period.

Failing such notice within the prescribed timeframe, the Agreement shall be renewed for the same duration and under the pricing conditions in effect at the date of renewal.

The activation of an optional additional service during the term of the Agreement shall not alter its duration.

Article 3. Right of Access to the Service

Article 3.1 - Right of Access and Use

In consideration for the payment of the license fee specified in the online order, CONSTELLIA grants the Client a non-exclusive, personal, non-transferable, and non-assignable right of access to the Service, valid within the agreed territory, except in the event of an assignment of the Agreement in accordance with Article 14 "Assignment". This right is limited, depending on the subscribed offer:

to the number of named Users (each having a personal login ID and password); and/or
to the number of logical or physical systems (e.g., point of sale, tablet, mobile device, etc.); and/or
to any other work units (expressed as quantities, thresholds, limits, etc.);

as defined in the Purchase Order.

For certain offers, the Client may increase the maximum number of named Users and/or logical systems, or increase the thresholds of work units available, via the Portal or directly through the Service's functionalities. In such cases, the Client agrees that invoices issued by CONSTELLIA for the Service will reflect these increases at the rate applicable at the time of the increase.

Access to the Service or certain functionalities thereof may require the installation of executable software on the User's terminal or workstation.

The Client is fully responsible for any access to and/or use of the Service by the Users, regardless of the means or consequences, including in cases of unauthorized, off-duty, or non-business-related use.

The Client's Affiliates may, under the Client's responsibility, benefit from the Service provided by CONSTELLIA under this Agreement under the same conditions as the Client.

The Client undertakes to communicate the contents of this Agreement to its Affiliates wishing to use the Service.

The Client guarantees compliance with the Agreement by its Affiliates, in particular with respect to use of the Service in accordance with the contractual terms.

The Client shall be personally liable for any breach by its Affiliates. In such a case, CONSTELLIA may seek compensation directly from the Client without first having to take action against the relevant Affiliate.

If, after the Effective Date of the Agreement, a company no longer meets the definition of an Affiliate as set forth above, such company shall immediately and automatically lose its right of access to the Service under this Agreement. The Service may thereafter be provided to such company only upon execution of a separate SaaS Agreement with CONSTELLIA, which shall specify, among other things, the financial terms for the provision of the Services.

Article 3.2 - Client Obligations

The Client undertakes not to impair, in any way whatsoever, the Service and to use it in accordance with its intended purpose and the terms of the Agreement. Consequently, the Client expressly refrains from any reverse engineering of the Service aimed at developing a competing product or service and/or copying or reproducing any of the Service's features, functions, or graphical attributes.

The Client:

undertakes to use the Service in accordance with its Documentation and solely for the needs of its professional activity;
is solely responsible for the content disseminated and/or downloaded via the Service, for the Client Data transmitted to CONSTELLIA in connection with the Service, and for any use thereof. The Client shall refrain from sending or storing through the Service any non-professional data or any data that is unlawful, obscene, defamatory, invasive of privacy, or otherwise infringing upon third-party rights;
undertakes not to distribute the Service or make it available to third parties, whether for consideration or free of charge, except as expressly permitted under the Agreement;
undertakes not to alter or disrupt the integrity or performance of the Service or the data contained therein;
undertakes not to attempt to gain unauthorized access to the Service or to systems or networks connected thereto.

The Service shall be used by the Client under its sole control, supervision, and responsibility. Consequently, the Client shall be solely responsible for:

implementing all procedures and measures necessary to protect its User Workstations, equipment, software, and passwords, including against viruses and intrusions;
complying with the latest version of the Technical Requirements;
selecting its telecommunications provider and bearing the cost of any necessary administrative formalities and subscription fees;
appointing, from among its staff, a primary contact person for CONSTELLIA acting as the SaaS Administrator as defined in the Service Guide, particularly regarding security rules;
the use of the identifiers or access codes provided by CONSTELLIA during the execution of the Service, ensuring that no unauthorized person accesses the Service;
any errors made by Users in their use of the Service or in the procedures allowing them to connect to it, including issues related to access or internet navigation methods.

CONSTELLIA shall not be liable for the quality or electronic transmission of data over telecommunications networks, or, more generally, for the quality and reliability of the telecommunications links between the Client's Workstations and the Service's access point. CONSTELLIA shall not be liable for any destruction of Client Data by the Client or by a third party who gained access to the Service without CONSTELLIA's fault.

Furthermore, CONSTELLIA shall not be held liable for any disclosure, destruction, and/or alteration of Client Data resulting from the Client's failure (or refusal) to comply with CONSTELLIA's recommendations or instructions related to the execution of the Service, such as the Client's refusal to use tools enabling the transfer of Client Data during the term of the Agreement.

In addition to Support Services, CONSTELLIA may charge the Client for the time spent investigating the causes of incidents occurring under the above conditions.

In the event of the Client's failure to comply with its obligations regarding access and use of the Service as stipulated in the Agreement or with CONSTELLIA's intellectual property rights, CONSTELLIA may suspend access to the Service for the duration of the breach, without prejudice to the potential application of the "Termination of the Agreement" clause and/or to any claims for damages.

Article 4. Intellectual Property

CONSTELLIA holds exclusive ownership of all intellectual property rights related to the Service, its software components, interfaces, documentation, and any other materials provided under the Agreement. When the Service integrates third-party components, CONSTELLIA represents that it holds, on a non-exclusive basis, all necessary authorizations for their distribution and use within the Service.

Pursuant to Article L.122-6-1 of the French Intellectual Property Code, CONSTELLIA expressly reserves the right to correct errors in the Service and to make any developments, adaptations, modifications, or updates necessary for its proper functioning.

The information necessary to ensure the interoperability of all or part of the Service with any third-party tool, including open-source software, shall be made available to the Client upon simple written request sent to CONSTELLIA by registered letter with acknowledgment of receipt.

The Agreement grants the Client, for its duration, a personal, non-exclusive, non-transferable, and non-assignable right of access to and use of the Service, strictly limited to its internal needs and those of its authorized Affiliates, in accordance with the provisions of the Agreement. This right shall not be construed as a transfer, in whole or in part, of the intellectual property rights held by CONSTELLIA or its licensors.

Each Party shall remain the sole owner of the know-how it possesses independently of the Agreement or acquires during its performance and shall remain free to use it. CONSTELLIA shall therefore remain free to provide similar services or deliverables for other clients. Neither Party may claim any rights over the other Party's know-how.

Article 5. Performance of the Service

CONSTELLIA undertakes to provide the Service in accordance with its documentation and the provisions set forth in the Purchase Order.

CONSTELLIA does not warrant that the Service will meet the specific needs of the Client or be free from defects but undertakes to remedy, with reasonable diligence and in accordance with the terms of the Agreement, any reproducible anomalies in the Service identified against its documentation.

CONSTELLIA does not warrant the Service's suitability for achieving the objectives or results set by the Client and/or for performing specific tasks that may have led the Client to enter into this Agreement. It is the Client's responsibility, or that of any third party appointed by the Client, to ensure that the Service is suitable for its needs or specific business activities within the Territory.

More generally, CONSTELLIA makes no other warranty commitment beyond those expressly provided in the Agreement.

Article 6. Client Data

Article 6.1 - Personal Data

The provisions relating to the protection of Personal Data are set out in the appendix entitled "Personal Data Protection Policy," which forms an integral part of this Agreement.

Article 6.2 - Data Storage and Backup

CONSTELLIA regularly performs backups of the Client's data.

However, unless otherwise stipulated, the service provided by CONSTELLIA does not constitute a data or document storage or archiving service. The Client is solely responsible for backing up its own Client Data and documents on any medium of its choice.

Article 6.3 - Return of Client Data

Upon termination or expiration of the Agreement, for any reason whatsoever, the Client shall no longer be authorized to access or use the Service. Therefore, prior to such termination, the Client must have retrieved the Client Data accessible through the Service functionalities or requested CONSTELLIA to provide a copy of the latest backup of the Client Data.

Any return of a copy of the latest Client Data backup by CONSTELLIA shall be made in a standard market format chosen by CONSTELLIA and made available to the Client either via download or, if the data volume is too large, through the delivery of an external medium. This shall be treated as a billable service at the then-applicable rate. CONSTELLIA shall permanently delete the Client Data within a reasonable timeframe following its retrieval or return to the Client.

Article 6.4 - Service Usage Data

In accordance with the annexed Personal Data Protection Policy, and unless otherwise expressly agreed by the Client, CONSTELLIA shall use the Client's Personal Data, for which the Client acts as data controller, solely for the purposes of fulfilling the Agreement.

As data controller, the Client shall be solely responsible for informing and/or obtaining the necessary authorization from its management and personnel regarding the processing of Client Data referred to above, when such information and/or authorization is required under the Applicable Data Protection Law. The Client shall indemnify CONSTELLIA against any claim arising from non-compliance with said legislation.

The Client is informed that CONSTELLIA may analyze the use of the Service by the Client and its Users, in particular for the following purposes:

improvement, optimization, and enhancement of the Service and/or other offerings and products;
development of new services, offerings, or functionalities;
targeted marketing campaigns.

In this respect, CONSTELLIA shall comply with all applicable legal and regulatory obligations as well as the provisions of the Agreement, particularly those relating to confidentiality.

CONSTELLIA retains ownership of all intellectual property rights over such analyses and their results. The Client remains responsible for informing and/or obtaining authorization from its management and staff regarding the processing of Client Data as referred to above, where required by Applicable Law, and shall indemnify CONSTELLIA against any claim based on a breach of such obligations.

Article 7. Service Security

CONSTELLIA undertakes to implement all necessary measures to ensure that access to the Service and to Client Data is restricted to persons authorized by CONSTELLIA and to those authorized by the Client.

CONSTELLIA undertakes to implement appropriate organizational and technical measures to ensure the security of Client Data so that such data is not, due to CONSTELLIA's actions, altered, damaged, or disclosed to unauthorized third parties.

Accordingly, CONSTELLIA undertakes to comply with, and to ensure that its personnel comply with, the following obligations:

not to make copies of the Client's documents or Data media, except those strictly necessary for the performance of the Service;
to respect confidentiality and not to disclose Client Data to any other person, whether private or public, natural or legal, unless such disclosure is required by law, by a competent judicial or administrative authority, or necessary within the context of judicial proceedings pursuant to Article 20 "Governing Law and Jurisdiction."

CONSTELLIA shall ensure complete segregation between Client Data and the data of other clients. The security measures relating to Personal Data are described in the annex "Personal Data Protection Policy."

Article 8. Pricing and Invoicing Terms

Article 8.1 - Pricing

The applicable prices are those indicated at the time of the order, exclusive of taxes (VAT excluded), in the "Subscription" section of the administrative portal during online subscription. A pricing schedule is made available to the Client on CONSTELLIA's website.

Article 8.2 - Invoicing Terms

Billing for the Services shall occur upon their performance. As orders are firm and final, CONSTELLIA reserves the right to invoice any Service ordered by the Client but not performed by CONSTELLIA due to reasons attributable to the Client, after a period of twelve (12) months from the order date.

Furthermore, CONSTELLIA reserves the right to issue invoices electronically, which the Client expressly accepts.

Article 8.3 - Payment Terms

Upon automatic renewal of the subscription, the corresponding invoice shall be issued through the SEPA direct debit system managed by the Payment Provider. CONSTELLIA shall then immediately debit the Client's bank account for the total amount due for that period.

In the event of a failed SEPA direct debit on the due date, CONSTELLIA will send several reminders via email and grant the Client a period of ten (10) calendar days to regularize the situation. After this period, if payment has still not been made, CONSTELLIA may immediately suspend access to the Services.

The Client shall remain liable, without reduction or set-off, for all amounts corresponding to the ten (10) days following suspension, in addition to any unpaid amounts.

If the payment is not regularized within an additional ten (10) days, CONSTELLIA reserves the right to terminate the Agreement automatically.

Such suspension or termination shall be without prejudice to any other remedies CONSTELLIA may pursue to obtain full compensation for the loss suffered due to the Client's breach of its payment obligations.

Additionally, CONSTELLIA shall charge late payment interest in accordance with applicable law, at a rate not less than five percent (5%) per annum, without the need for prior notice or formal demand. These interest charges shall accrue daily from the first day of delay until full payment by the Client of all amounts due to CONSTELLIA.

Pursuant to Article L.441-10 of the French Commercial Code, the Client shall also be automatically liable for a fixed recovery fee of forty (40) euros to cover collection costs incurred by CONSTELLIA.

All costs related to payment defaults, including those arising from rejected bank transactions, shall be borne exclusively by the Client.

Article 9. Liability

In performing all of its obligations, and taking into account the state of the art generally accepted in its profession, CONSTELLIA undertakes to exercise all reasonable care and diligence in fulfilling its obligations and shall be bound by an obligation of means (obligation de moyens).

CONSTELLIA's liability may only be incurred for the compensation of direct and foreseeable damages resulting from a breach of its contractual obligations, which expressly excludes any losses not directly and exclusively caused by the improper performance or non-performance of the Agreement.

By express agreement between the Parties, the following shall be deemed to constitute indirect damages for which CONSTELLIA shall not be held liable: any loss of customers, damage to reputation or brand image, any third-party claims against the Client, and any third-party losses of any nature whatsoever.

Furthermore, CONSTELLIA shall not be held liable for any loss or alteration of Client Data resulting from the Client's failure to fulfill its own backup obligations.

Should CONSTELLIA's liability be incurred due to the non-performance or improper performance of the Agreement, or for any other cause attributable to it, the total aggregate amount of compensation, including principal, interest, and expenses, that the Client may claim shall be limited to the direct and foreseeable damage suffered by the Client, and shall in no event exceed an amount equal to twelve (12) months of fees invoiced for the Service(s) giving rise to CONSTELLIA's liability.

This limitation shall apply even in the event of multiple incidents or claims.

The liability cap set forth above is exclusive of any other liability limits that may be provided under any other agreement between the Parties, even if such other agreement was concluded as part of the same project as this Agreement.

The Client shall not bring any action based on contractual liability or any warranty under this Agreement after the expiry of a period of one (1) year from the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the action.

The Parties acknowledge that the price of the Agreement reflects the allocation of risks resulting from the Agreement and the economic balance desired by the Parties, and that the Agreement would not have been entered into under these conditions without the limitations of liability defined herein.

It is expressly agreed that the limitations of liability shall remain in effect even in the event of termination or rescission of the Agreement.

This Article 9 "Liability" shall survive the termination or rescission of the Agreement.

CONSTELLIA undertakes to maintain valid professional liability insurance covering damages that may occur in connection with the performance of the Agreement.

Article 10. Termination

Article 10.1 - Termination by the Client

The Client may terminate the Agreement automatically (ipso jure) in the event of a material breach by CONSTELLIA of its obligations under these Terms, it being specified that termination of the Agreement for breach may only occur following an audit conducted by an independent third party, at the Client's request, confirming the alleged violation.

Termination shall occur without prejudice to any damages, which shall remain subject to the cap and conditions set forth in Article 9 "Liability" of this Agreement.

Article 10.2 - Termination by CONSTELLIA

CONSTELLIA may automatically terminate the Agreement in the event of the Client's breach of its obligations under Articles 3.2 ("Client Obligations"), 4 ("Intellectual Property"), 8 ("Pricing and Invoicing Terms"), 8.3 ("Payment Terms"), 12 ("Confidentiality"), and 16 ("Regularization"), without prejudice to any damages, and subject to compliance with the procedure set forth in Article 10.3 "Termination Procedure" below.

Article 10.3 - Termination Procedure

Before any termination under this Article, the Party suffering the breach must give formal notice to the defaulting Party to comply with its obligations within one (1) month, by registered letter with acknowledgment of receipt specifying the breach(es) in question.

This formal notice shall initiate the amicable dispute resolution procedure referred to in Article 19 "Amicable Settlement of Disputes." In the absence of such an amicable resolution under the conditions provided in that Article, the aggrieved Party may terminate the Agreement by registered letter with acknowledgment of receipt sent to the other Party.

Article 10.4 - Effects of Termination

Termination of this Agreement shall have no effect on the SaaS Agreement, which shall remain in force between the Parties under the terms and conditions it provides, in accordance with Article 18 "Severability."

Article 11. Force Majeure

Neither Party shall be held liable for any failure to perform any of its contractual obligations if such failure results from an event of force majeure as defined in Article 1218 of the French Civil Code.

The Parties expressly agree that, notwithstanding any contrary case law, the following events shall be considered as force majeure: any total or partial strike, whether internal or external to CONSTELLIA; failure or cessation of activity of an essential service provider or subcontractor, provided it meets the characteristics of force majeure as defined in Article 1218 of the Civil Code; blockage or disruption of communication, telecommunication, or postal services; or any large-scale cyberattack beyond CONSTELLIA's reasonable control.

The Party invoking force majeure shall notify the other Party by registered letter with acknowledgment of receipt as soon as possible, indicating the occurrence of such an event and its impact on the performance of its obligations.

If the impediment is temporary, the performance of the affected obligation shall be suspended until the Party invoking force majeure is no longer prevented from performing. The Party invoking force majeure shall keep the other Party informed and shall use its best efforts to minimize the duration of the suspension.

If the suspension continues for more than three (3) months, either Party may automatically terminate the Agreement without compensation by notifying the other Party by registered letter with acknowledgment of receipt.

If the impediment is permanent, the Agreement shall be automatically terminated, and the Parties shall be released from their obligations under the conditions set forth in Articles 1351 and 1351-1 of the French Civil Code.

Article 12. Confidentiality

All information, data, deliverables, Client Data, and/or know-how, whether or not protected by intellectual property rights, regardless of their form or nature (commercial, industrial, technical, financial, etc.), disclosed by one Party to the other or of which a Party becomes aware in connection with the performance of the Agreement, including the terms of the Agreement itself, shall be considered confidential (hereinafter referred to as "Confidential Information").

The following shall not be considered Confidential Information:

information already in the Recipient's possession prior to disclosure by the Disclosing Party, provided such possession did not result, directly or indirectly, from the unauthorized disclosure of such information by a third party;
information that is in the public domain at the date of acceptance of the Agreement or that subsequently enters the public domain through no fault or breach of confidentiality by the Recipient;
information independently developed by the Recipient.

The Recipient undertakes to use the Disclosing Party's Confidential Information solely for the purposes of performing this Agreement, to protect such Confidential Information, and not to disclose it to any third party other than its employees, affiliates, or subcontractors who have a strict need to know for the performance of this Agreement, without the prior written authorization of the other Party.

Each Party undertakes to take all necessary measures to ensure that its employees, collaborators, subsidiaries, and subcontractors who have access to Confidential Information are informed of its confidential nature and comply with the confidentiality obligations set forth herein.

The Recipient may disclose the Disclosing Party's Confidential Information to a third party only when such disclosure is strictly required by law, a competent judicial or administrative authority, or is strictly necessary to defend its interests in legal proceedings.

Any breach by the Recipient of its obligations under this Article shall constitute a material breach, engage its liability, and entitle the Disclosing Party to claim compensation for the resulting damages.

The Parties agree to comply with the obligations set forth in this Article throughout the term of the Agreement and for a period of five (5) years following its expiration or termination, or, for information that remains confidential beyond that period, until such information enters the public domain.

Upon expiration of the Agreement and at the Disclosing Party's first request, each Party shall return or destroy all documents and media containing Confidential Information and certify such destruction in writing. Under no circumstances shall either Party retain copies of documents containing Confidential Information, unless expressly authorized in writing by the other Party.

Article 13. Subcontracting

The Client acknowledges and accepts that CONSTELLIA may freely subcontract all or part of its obligations under this Agreement. In the event of subcontracting, CONSTELLIA shall remain solely liable for the performance and fulfillment of the obligations under the Agreement.

Article 14. Assignment

This Agreement may be assigned or transferred, in whole or in part, by either Party, subject to the prior written consent of the other Party, following notification of the proposed assignment to the other Party. Failure by the latter to respond within fifteen (15) calendar days from receipt of the notification shall be deemed tacit acceptance.

Such authorization may only be refused for legitimate reasons, in particular if the assignment is to a direct competitor of the other Party and/or if it is likely to cause proven and significant harm.

By way of exception, no prior authorization shall be required in the event of an assignment or transfer carried out as part of an internal reorganization, merger, acquisition, partial asset transfer, change of control, or similar restructuring affecting either Party, including any transfer of this Agreement to an affiliate or universal successor.

The Party concerned shall simply notify the other Party of such operation within a reasonable timeframe.

Upon a duly effected assignment, the assigning Party shall be released from its contractual obligations as of the date of notification of said assignment, and no joint or several liability may be invoked between the assignor and the assignee for the future performance of the Agreement.

Article 15. Independence of the Parties

The Parties expressly declare that they shall remain, throughout the term of the Agreement, legally and financially independent legal entities, each acting in its own name and under its sole responsibility.

This Agreement shall not constitute, and shall not be construed as constituting, any form of partnership, joint venture, or agency relationship between the Parties. Accordingly, neither Party shall have the authority to make any commitment in the name or on behalf of the other Party, nor shall it act as its substitute in any way whatsoever.

Article 16. Price Adjustment

If CONSTELLIA's costs related to the Service increase significantly during any given contract year (Year N), CONSTELLIA may, without retroactive effect, implement an exceptional price adjustment, limited to two (2) adjustments per calendar year and per ordered item.

Such adjustment shall be notified in writing to the Client at least thirty (30) days prior to the effective date of the new pricing.

The Client shall have a period of thirty (30) calendar days from receipt of the notification to inform CONSTELLIA, by registered letter with acknowledgment of receipt, of its refusal of the new pricing.

In the event of refusal, the Client may terminate the Agreement at the end of the current subscription period without penalty, and the previous pricing conditions shall remain applicable until that date.

If no notification is made within this timeframe, the Client shall be deemed to have accepted the new pricing, which shall apply as from the next subscription period.

In the event that the Client refuses the price increase reflected in an invoice, the Client shall have the right to terminate the Agreement by registered letter with acknowledgment of receipt sent within thirty (30) days following the issuance date of the invoice containing the new pricing. The Agreement shall then remain in force, under the pricing conditions of the previous invoice, until the end of the sixth (6th) month following the month in which the disputed invoice was issued.

Article 17. Invalidity

If one or more non-essential provisions of this Agreement are held to be null, invalid, or unenforceable, in whole or in part, under any law, regulation, or final decision of a competent court, the remaining provisions shall remain fully valid and enforceable.

To the extent possible, the Parties agree to negotiate in good faith a replacement clause with an equivalent effect, reflecting the Parties' original intent and preserving the economic balance of the Agreement.

Article 18. Severability

By express agreement between the Parties, in the event of nullity, termination, rescission, or lapse of this Agreement, the SaaS Agreement shall remain in force under the terms and conditions it provides, unless expressly stated otherwise.

The Parties acknowledge that this Agreement and the SaaS Agreement, although legally distinct, are autonomous in their effects and may continue to exist independently of one another.

Article 19. Amicable Settlement of Disputes

Any dispute that may arise in connection with the performance of this Agreement, including, but not limited to, disputes concerning its validity, interpretation, performance, or termination, must first be brought to the attention of the other Party by registered letter with acknowledgment of receipt, specifying the precise grounds for complaint, with a view to initiating an amicable dispute resolution procedure prior to any judicial action or termination.

If the Parties reach an agreement, they shall execute a settlement agreement (transaction) that shall preclude the initiation or continuation of any legal proceedings between them having the same subject matter, in accordance with Articles 2044 to 2052 of the French Civil Code.

If no amicable resolution is reached within thirty (30) days following receipt of the letter initiating the amicable dispute resolution procedure, either Party may initiate legal proceedings before the courts designated in Article 20 "Governing Law and Jurisdiction."

The Parties acknowledge that the procedure described in this Article constitutes a mandatory prerequisite to the initiation of any legal proceedings. Failure by a Party to comply with this procedure may result in the other Party raising a plea of inadmissibility (fin de non-recevoir) under Article 122 of the French Code of Civil Procedure.

Article 20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the internal laws of France, both as to form and substance.

If the amicable settlement procedure described in Article 19 "Amicable Settlement of Disputes" above fails to result in an agreement, the Parties agree that any dispute shall be submitted to the exclusive jurisdiction of the competent courts of Paris, notwithstanding multiple defendants or third-party claims, including for summary or protective proceedings, whether by application or otherwise.

ANNEX "PERSONAL DATA PROTECTION POLICY"

The provisions of this Annex apply to the processing of Personal Data carried out in connection with the Agreement.

It is understood that this Annex supplements the provisions of the Agreement.

General Principles

1.1. For the purposes of the Applicable Data Protection Legislation and in the context of the performance of the Agreement:

the Client acts as the data controller of the Personal Data, or, where applicable, as a processor on behalf of its own clients;
CONSTELLIA acts as a data processor, processing such Personal Data on behalf of and in accordance with the documented and lawful instructions of the Client.

The Parties agree that the expiration or termination of any agreement between the Client and one or more of its end clients shall have no impact on the term of this Agreement.

1.2. The Parties acknowledge that the performance of the Agreement, the use of the Service, and its functionalities in accordance with the relevant documentation constitute the documented instructions of the Client.

Any additional instruction from the Client must be made in writing and must specify the relevant purpose and the operation to be performed. The implementation of any additional instruction shall be subject to a prior quotation accepted by the Client if it exceeds CONSTELLIA's obligations under the Agreement.

CONSTELLIA undertakes to inform the Client by any means within five (5) days from becoming aware of an instruction if it considers that such instruction constitutes a breach of the Applicable Data Protection Legislation. CONSTELLIA reserves the right not to implement any instruction it deems to contravene such legislation.

1.3. It is understood that the Client retains full control and knowledge of the Personal Data processed under the Agreement. The Client therefore warrants that it complies with all obligations incumbent upon it as a data controller or, where applicable, as a processor.

1.4. Unless applicable law requires the retention of such Personal Data, and in accordance with the terms of the Agreement, CONSTELLIA shall delete all Personal Data and any copies thereof upon completion of the Service or at the end of the contractual engagement, in accordance with the conditions set out in the Agreement.

1.5. CONSTELLIA may transfer Personal Data strictly as necessary for the performance of the Agreement, provided that the Client is informed in advance as described in Article 5 "Sub-processing" of this Annex. In any case, CONSTELLIA shall refrain from transferring Personal Data outside of:

the European Union, or
the European Economic Area (EEA), or
countries recognized by the European Commission as providing an adequate level of data protection,

unless appropriate safeguards are implemented in accordance with Article 46 of the GDPR.

Security of Personal Data

CONSTELLIA implements appropriate technical and organizational measures to ensure a level of security appropriate to the risks involved. The measures implemented by CONSTELLIA are detailed in a dedicated document, the most recent version of which is made available to the Client upon request or via CONSTELLIA's website.

It is reminded that the Client remains solely responsible for the security and confidentiality of its own systems and access policies to the Service. The Client must ensure that its usage and configuration choices within the Service comply with the requirements of the Applicable Data Protection Legislation.

CONSTELLIA shall not be required to protect Personal Data that is stored or transferred outside the Service by the Client, or by CONSTELLIA acting under the Client's instructions, and outside the scope of Service performance.

CONSTELLIA ensures that its authorized personnel processing Personal Data are bound by confidentiality obligations consistent with the terms of this Annex.

Cooperation

CONSTELLIA undertakes to promptly forward to the Client any request, inquiry, or complaint it receives from any individual whose Personal Data is processed in connection with the Agreement.

As data controller, the Client or, where applicable, its end clients, shall be solely responsible for responding to such data subjects. CONSTELLIA agrees not to respond directly to such requests.

Considering the nature of the processing, CONSTELLIA undertakes, through appropriate technical and organizational measures and to the extent possible, to provide the Client with the information in its possession necessary to assist the Client in fulfilling its obligations to respond to such requests.

Upon the Client's written request, CONSTELLIA shall provide, at the Client's expense where such request exceeds CONSTELLIA's legal obligations as a processor under the Applicable Legislation (including Article 28 of the GDPR), any information in its possession necessary for the Client (or its controller clients) to meet the requirements of the Applicable Data Protection Legislation, particularly with respect to data protection impact assessments and prior consultations with the CNIL that may result therefrom.

Notification of Personal Data Breaches

CONSTELLIA shall notify the Client, without undue delay and after becoming aware of it, of any Personal Data Breach, meaning any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.

CONSTELLIA shall provide the Client, without undue delay from such notification and to the extent possible, with the following information:

the nature of the breach;
the categories and approximate number of data subjects concerned;
the categories and approximate number of Personal Data records concerned;
a description of the likely consequences of the Personal Data breach;
a description of the measures taken or proposed by CONSTELLIA to remedy the breach, including, where applicable, measures to mitigate its possible adverse effects.