General Terms and Conditions of Sale

General Terms and Condition of Sales

Preambule

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

The Client acknowledges having received, prior to entering into the Agreement, all necessary information to make an informed decision, notably via CONSTELLIA's website, which includes descriptions of the Services and applicable pricing. Where applicable particularly in the case of a bespoke offer or following discussions with CONSTELLIA, additional documentation may be provided to the Client upon request.

The Client acknowledges having ensured, prior to subscription, that the Services are suitable for its needs and undertakes to provide CONSTELLIA with all information necessary for the proper performance of the Services.

I. - SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE

Article 1. Scope

These General Terms and Conditions of Sale (hereinafter the "GTCS") apply automatically to all contractual relationships between CONSTELLIA and any professional client, in connection with the provision of any software designed to support commercial activity management, optimize sales performance, centralize client data through CRM integration, and, more broadly, any ancillary service offered by CONSTELLIA in relation to its core activities.

These GTCS apply to all orders for SaaS services placed by a professional Client, except where expressly agreed otherwise by CONSTELLIA.

Article 2. Contract Execution

The contract shall be deemed firmly and definitively concluded on the date of the Client's online subscription via the platform, evidenced by:

validation of the order, and
ticking of the acceptance boxes confirming (i) the authority to bind the Client and (ii) the unconditional acceptance of these GTCS.

This subscription procedure constitutes an express acceptance of the GTCS, equivalent to an electronic signature within the meaning of Article 1367 of the French Civil Code, and binds the Client with the same legal force as a handwritten signature.

The Client expressly acknowledges that this acceptance constitutes a legally binding commitment, including on behalf of the legal entity it represents. The Client declares and warrants that the individual completing the subscription (the "Administrator") has the necessary authority and/or authorization to do so and undertakes to provide proof thereof to CONSTELLIA upon first request, by any appropriate document.

Article 3. Amendment of the General Terms and Conditions

The Client is informed that CONSTELLIA reserves the right to amend these provisions at any time in order to reflect developments in its Services or changes in applicable legislation. The Client shall be informed of any modification at least thirty (30) days before it comes into effect, by electronic notification.

The Client may refuse such modifications within one (1) month of being informed of the proposed change by sending CONSTELLIA a registered letter with acknowledgment of receipt. A duly expressed refusal shall result in the termination of the Services within eight (8) days following such notification.

Any fees incurred and Services used up to the date of termination shall remain definitively acquired by CONSTELLIA and shall not be subject to any refund. Conversely, CONSTELLIA undertakes to reimburse the Client, where applicable, for any amounts received corresponding to periods after the effective date of termination, calculated pro rata temporis for the unused portion of the Services.

Article 4. Effective Date and Term

This Agreement shall take effect on the date of subscription by the Client.

It shall remain in force for as long as the Subscription to the paid Services has not been fully terminated, meaning the effective cancellation of all subscribed Licenses.

The Agreement is entered into for an initial term corresponding to the first subscription period selected by the Client. Upon expiry, it shall be automatically renewed for successive periods of the same duration, unless terminated by either Party under the conditions set forth in Article 16 below.

Consequently, the Agreement shall remain in effect until the effective termination date of all paid Services subscribed by the Client.

II. - PROVISIONS RELATING TO THE SERVICES

Article 5. Services

The Services shall be performed by CONSTELLIA under a general obligation of means.

The Parties acknowledge that the proper performance of the Services requires close cooperation from the Client, as well as compliance by the Client with its contractual obligations.

Any deployment into production of the Application, whether in whole or in part, shall constitute performance of the Service. Once performance is acknowledged and the price due, the Application and all its components shall form an integral part of the SaaS Service.

Access to and use of the Application by the Client or any end user are governed by the SaaS Agreement, which applies in all its provisions. The commitments and warranties provided by CONSTELLIA under the SaaS Service are thereby extended to the Application, without restriction or addition.

CONSTELLIA holds all necessary authorizations and/or third-party licenses from software publishers enabling it to carry out the initial configuration of the Application's functionalities.

Article 6. CONSTELLIA's Obligations

CONSTELLIA warrants that the Services shall be provided in accordance with the applicable documentation, in compliance with current legislation, and in line with professional standards and generally accepted industry practices. CONSTELLIA declares that it holds all rights, authorizations, and licenses necessary to provide the said Services.

The Services may include, in whole or in part, functionalities based on artificial intelligence systems. The Client is informed that such tools may generate automated or probabilistic outputs that may contain approximations or errors. CONSTELLIA undertakes to use reasonable means to ensure their reliability but does not guarantee the absolute accuracy or relevance of each output produced.

CONSTELLIA is bound by an obligation of means. It does not guarantee the achievement of specific results or the suitability of the Services for any particular need not expressly stated. CONSTELLIA shall not be held liable for the consequences of any improper, non-compliant, or diverted use of the Service.

To the fullest extent permitted by law, CONSTELLIA expressly excludes any other warranty, whether express, implied, or statutory, including those relating to continuity, performance, or compatibility of the Service with other systems or data.

CONSTELLIA shall not be held liable for any indirect or non-material damages, such as loss of data, business, reputation, or revenue, nor for any temporary interruptions or disruptions in access to the Service, including during maintenance, technical upgrades, or due to circumstances affecting electronic communications networks.

CONSTELLIA shall use all reasonable efforts to ensure the continuous availability and optimal quality of the Service, subject to scheduled maintenance operations, technical updates, or improvements required for the proper functioning and evolution of the Application.

Maintenance operations likely to affect Service availability shall, as far as possible, be carried out outside regular business hours and shall be notified to the Client in advance by electronic means.

The Client acknowledges that access to the Service may be affected by factors outside CONSTELLIA's reasonable control, such as:

the performance of the Client's local network,
interruptions or failures in public networks (Internet, telephony, electricity),
malfunctions in the Client's IT equipment or software,
disruptions affecting third-party technical providers (hosting services, cloud providers, etc.).

CONSTELLIA shall not be held liable for interruptions, slowdowns, or anomalies in the Service resulting from such elements beyond its reasonable control.

The Client may report any incident affecting the operation of the Service electronically. CONSTELLIA undertakes to make its best efforts, in cooperation with the Client if necessary, to identify and resolve the issue as soon as possible.

The Client expressly acknowledges that, despite CONSTELLIA's reasonable efforts, the provision of the Service cannot be guaranteed as continuously accessible, uninterrupted, or error-free.

Article 7. Client's Obligations

The Client shall be actively responsible for, notably:

complying with the Technical Prerequisites defined by CONSTELLIA to ensure the proper functioning of the Application;
completing all required document validations within the prescribed deadlines;
providing, in due time, all information, access, and data necessary or requested by CONSTELLIA, including manual connection to its systems (such as CRM or other databases), whether such connection occurs before or after subscription;
informing CONSTELLIA of any event likely to affect the proper performance of the Services.

CONSTELLIA undertakes to implement appropriate technical and organizational measures, consistent with prevailing security standards, to protect and encrypt data transmitted or accessed within the framework of the connection to the Client's systems. However, the Client acknowledges that no technical solution guarantees absolute security and accepts, within this limitation, the inherent risks associated with data transmission.

The Client warrants that all information and documentation provided to CONSTELLIA are accurate, precise, and unambiguous. Consequently, CONSTELLIA shall not be held liable for any anomalies in the Services arising from inaccurate or incomplete information or documentation provided by the Client.

The Client acknowledges that it must clearly express its needs and constraints during the provision of the Services to enable CONSTELLIA to perform in accordance with the Agreement.

The Client shall take all necessary measures to protect its information system, particularly against viruses, worms, and other hostile intrusion methods.

Article 8. Intellectual Property

CONSTELLIA is the sole holder of all intellectual property rights relating to the software functionalities and to the deliverables resulting from the Services, including configurations, interfaces, documents, studies, products, or data created or provided by CONSTELLIA in connection with the performance of the Agreement.

All rights relating to the produced results are and shall remain vested in CONSTELLIA. This Agreement shall under no circumstances be interpreted as a transfer of intellectual property rights to the Client, nor as creating any co-ownership between the Client and CONSTELLIA.

CONSTELLIA grants the Client a right of access to, and use of, the data and results produced under the terms, conditions, and limitations defined in the Agreement binding the Parties.

Accordingly, the Client shall refrain from making the produced results available to any third party, directly or indirectly, for consideration or free of charge, in any form and for any reason whatsoever.

The Client shall be responsible for ensuring that its end users comply with these provisions and shall be personally liable for any breach, including in cases of unauthorized, off-duty, or non-professional use.

Article 9. Know-How

This Agreement does not entail any transfer of intellectual property rights from one Party to the other. Each Party shall remain the sole owner of the know-how it possesses or acquires during the performance of the Agreement and shall remain free to use it.

CONSTELLIA shall remain free to provide identical or similar Services to other clients.

III. - FINANCIAL PROVISIONS

Article 10. Prices

The Prices shall be indicated at the time of the order, exclusive of taxes (excl. VAT), in the "Subscription" section of the administrative portal during the online subscription process.

A pricing schedule is made available to the Client on CONSTELLIA's website.

Article 11. Invoicing Terms

Invoices for the Services shall be issued upon completion of the corresponding deliverables.

As the order is firm and final, CONSTELLIA reserves the right to invoice any Service ordered by the Client but not performed by CONSTELLIA for reasons attributable to the Client, after a period of twelve (12) months from the date of order.

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

Article 12. Payment Terms

At each automatic renewal of the subscription, the corresponding invoice shall be issued through the SEPA direct debit system managed by the Payment Service 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 shall send several reminders by email and grant the Client a period of ten (10) calendar days to regularize the situation.

If payment is not made within this period, CONSTELLIA may immediately suspend access to the Services.

The Client shall nonetheless remain liable, without reduction or compensation, for the amounts corresponding to the ten (10) days following the suspension, in addition to the unpaid amounts.

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

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

In addition, CONSTELLIA shall charge late payment interest in accordance with applicable law, which shall not be less than an annual rate of 5%, without the need for prior notice or formal demand. Such interest shall accrue daily, from the first day of delay until full payment by the Client of all amounts owed to CONSTELLIA.

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

All unpaid fees, including those resulting from a rejected bank payment, shall remain entirely at the Client's expense.

Article 13. Change of Payment Method

Any request to change the payment method during the term of the Agreement must be addressed to CONSTELLIA, which shall implement the change after technical and administrative verification.

The Client may only make such a change independently if this option is available within its client account.

In the event of a SEPA direct debit modification leading to a rejected or failed payment, the following conditions shall apply:

CONSTELLIA may charge the Client administrative fees corresponding to the actual costs incurred with its payment service provider, up to a maximum of forty (40) euros per incident;
CONSTELLIA reserves the right to temporarily suspend access to the Services until full payment, including applicable fees, has been received.

Furthermore, for any payment method change requiring manual intervention by CONSTELLIA, a fixed administrative fee may be charged, up to a flat amount of one hundred (100) euros.

Finally, CONSTELLIA reserves the right to allocate any partial payments made by the Client to outstanding amounts in the order it deems most appropriate.

IV. - GENERAL PROVISIONS

Article 14. Client Data and Security

Provisions relating to the protection and security of Personal Data are detailed in Annex 1 - "Personal Data Protection Policy".

Article 15. Liability

In performing all of its obligations, and in consideration of the industry standards applicable to its profession, CONSTELLIA undertakes to exercise all due care in the performance of its obligations and shall be bound by an obligation of means.

CONSTELLIA's liability may only be sought for the compensation of direct and foreseeable damages resulting from a breach of its contractual obligations, excluding any harm that is not exclusively attributable to the improper performance or non-performance of this Agreement.

By express agreement between the Parties, the following shall be considered indirect damages for which CONSTELLIA shall not be held liable: any loss of clients, loss of reputation or image, claims by third parties against the Client, and any third-party damage.

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

In the event that CONSTELLIA's liability is established due to non-performance or improper performance of the Agreement, or for any other reason attributable to it, the total cumulative compensation, including principal, interest, and costs, to which the Client may be entitled, shall be limited to the direct and foreseeable damages suffered by the Client and shall in no event exceed an amount equal to twelve (12) months of invoicing for the Service(s) giving rise to the liability.

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

The above liability cap is exclusive of any other limitation potentially provided under another agreement between the Parties, even if such other agreement relates to the same project as this Agreement.

The Client may not initiate any legal action based on contractual liability or any warranty under this Agreement after a period of one (1) year from the date on which the Client knew or should have known the facts giving rise to such action.

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

The Parties expressly agree that these liability limitations shall continue to apply even in the event of termination or rescission of the Agreement.

This Liability clause shall remain in force notwithstanding the termination or rescission of the Agreement.

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

Article 16. Termination

Article 16.1 - Termination by the Client

The Client may automatically terminate the Agreement in the event of a breach by CONSTELLIA of its obligations under this Agreement, it being specified that termination for breach shall only occur after an audit has been conducted by an independent third party at the Client's request confirming the alleged violation.

Termination shall occur without prejudice to any damages that may be claimed, within the limits and conditions provided under Article 15 above.

Article 16.2 - Termination by CONSTELLIA

CONSTELLIA may automatically terminate the Agreement in the event of the Client's failure to comply with its obligations under Articles 7 (Client's Obligations), 8 (Intellectual Property), 10 (Prices), 11 (Invoicing Terms), 12 (Payment Terms), or 18 (Confidentiality), without prejudice to any damages and subject to the procedure described in Article 16.3 below.

Article 16.3 - Termination Procedure

Before any termination in accordance with this article, the Party suffering the breach must formally notify the other Party by registered letter with acknowledgment of receipt, specifying the breach(es) concerned and granting a one (1) month period to remedy such breach.

This formal notice shall initiate the amicable dispute resolution procedure referred to in Article 24 "Amicable Settlement of Disputes."

If no amicable resolution is reached under the conditions provided in that article, the Party suffering the breach may terminate the Agreement by registered letter with acknowledgment of receipt addressed to the other Party.

Article 16.4 - Effects of Termination

As of the effective date of termination, regardless of its cause:

CONSTELLIA shall immediately cease providing the Services to the Client, who shall lose all access to the Application and associated functionalities;
The Client undertakes to immediately cease all use of the Services;
The Client shall remain liable for all amounts due for the current subscription period, as well as any outstanding amounts unpaid as of the termination date;
The obligations relating to confidentiality, personal data protection, and any other obligations that are intended to survive termination under legal or contractual provisions shall continue to apply;
CONSTELLIA undertakes to return or destroy, in accordance with the Client's instructions and applicable law, the Client's data in its possession one (1) year after the termination date, unless otherwise required by law or expressly requested by the Client;
Termination shall not release either Party from any contractual or legal liabilities arising prior to the termination date.

Article 17. Force Majeure

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

It is expressly agreed between the Parties that, notwithstanding any contrary case law, the following events shall be deemed to constitute force majeure:

a total or partial strike, whether internal or external to CONSTELLIA; the failure or cessation of activity of an essential service provider or subcontractor, provided that it meets the characteristics of force majeure within the meaning of Article 1218 of the Civil Code; the blocking or disruption of communication, telecommunication, or postal systems; 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, of the occurrence of such an event and its impact on the performance of its obligations.

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

If the suspension lasts for more than three (3) months, either Party shall be entitled to terminate the Agreement automatically, 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 out in Articles 1351 and 1351-1 of the French Civil Code.

Article 18. Confidentiality

All information, data, Client Data, and know-how, whether or not protected by intellectual property rights, of whatever form or nature (commercial, industrial, technical, financial, etc.), disclosed by one Party to the other, or of which they become aware during the performance of the Agreement, including the terms of this Agreement, shall be deemed Confidential Information.

The following information shall not be considered Confidential Information:

information that was lawfully in the Recipient's possession prior to disclosure;
information that is in the public domain at the date of acceptance of the Agreement or that enters the public domain thereafter, through no fault of the Recipient;
information independently developed by the Recipient.

The Recipient undertakes to use the Discloser's Confidential Information solely for the performance of this Agreement, to protect it from unauthorized disclosure, and not to communicate it to third parties other than its employees, affiliates, or subcontractors who need to know it for the execution of this Agreement, without the prior written consent of the Discloser.

Each Party shall take all necessary measures to ensure that its employees, collaborators, affiliates, and subcontractors who have access to Confidential Information are informed of its confidential nature and comply with the obligations arising from this clause.

Any breach by the Recipient of the undertakings set out in this Article shall constitute a material breach, render it liable, and entitle the Discloser to seek compensation for the resulting loss.

The Parties undertake to comply with the obligations of this Article throughout the duration 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 termination of the Agreement, for any reason whatsoever, CONSTELLIA undertakes to delete all Client Data processed as part of the Services (including data from the Client's CRM or entered on the platform) within one (1) year from the effective termination date of the Agreement.

At the Client's explicit written request, CONSTELLIA may proceed with early deletion of such data, provided that the Agreement has effectively ended and all outstanding payments have been made.

By exception, CONSTELLIA may retain, for the strictly necessary duration and within the limits permitted by law:

documentary evidence of the contractual relationship (invoices, accepted GTCs, contractual correspondence, etc.);
technical logs and usage data required for system security, administration, or the defense of its rights;
any information the retention of which is required by legal or regulatory obligations.

Such retained data shall in no case be used for any purpose other than those expressly stated above.

Article 19. Subcontracting

The Client agrees that CONSTELLIA may freely subcontract all or part of its obligations under this Agreement.

In the event of subcontracting, CONSTELLIA shall remain solely responsible for the proper performance of the obligations undertaken under the terms of the Agreement.

Article 20. 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 non-assigning Party.

Failure by the latter to respond within fifteen (15) calendar days following such notification shall be deemed tacit acceptance.

Such authorization may only be refused for legitimate reasons, notably if the assignment is contemplated in favor of a direct competitor of the non-assigning Party and/or is likely to cause proven and significant harm to it.

By way of exception to the foregoing, no prior authorization shall be required in the event of an assignment or transfer carried out as part of an internal restructuring, merger, acquisition, partial transfer of assets, or change of control affecting either Party, including where such transaction involves the transfer of the Agreement to an affiliate or universal successor.

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

In the case of a duly executed 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 claimed between the assignor and the assignee for the future performance of the Agreement.

Article 21. 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.

The Agreement shall not constitute, under any circumstances, an association, partnership, joint venture, or mandate granted by one Party to the other.

Each Party therefore refrains from making any commitment in the name or on behalf of the other Party and shall not, under any circumstances, act as its substitute.

Article 22. Nullity

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

Article 23. Divisibility

It is expressly agreed between the Parties that, in the event of nullity, termination, rescission, or lapse of this Agreement, the SaaS Agreement shall remain in full force and effect under the conditions and terms it provides, unless expressly stipulated otherwise.

Article 24. Amicable Settlement of Disputes

Any dispute arising in connection with the performance of this Agreement, including those relating to its validity, interpretation, execution, or termination, shall first be brought to the attention of the other Party by registered letter with acknowledgment of receipt, specifying in detail the grounds for the claim, 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, which shall preclude either Party from initiating or continuing any legal proceedings 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 from receipt of the aforementioned letter initiating the amicable settlement procedure, either Party may bring legal action before the courts designated in Article 25 ("Governing Law and Jurisdiction").

The Parties acknowledge that the procedure described in this Article constitutes a mandatory prerequisite to any judicial action. The Party failing to comply with this procedure may be subject to an inadmissibility plea raised by the other Party, in accordance with Article 122 of the French Code of Civil Procedure.

Article 25. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with French domestic law, both as to form and substance.

If the amicable settlement procedure referred to in Article 24 ("Amicable Settlement of Disputes") fails to result in an agreement, the Parties agree to submit their dispute to the exclusive jurisdiction of the competent courts of Paris, notwithstanding multiple defendants or third-party proceedings, including for summary or interim proceedings, whether on motion or by petition.

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 complements the provisions of the Agreement.

General Principles

1.1. For the purposes of the Applicable Regulations, and within the scope of the Agreement:

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

It is expressly understood between the Parties that the expiration of any contract entered into between the Client and one or more of its subsequent clients shall have no impact on the duration of this Agreement.

1.2. The Parties acknowledge that the execution of the purpose of the Agreement, namely, the use of the Service and its functionalities in accordance with its documentation constitutes the documented instructions of the Client.

Any additional instruction from the Client must be in writing, specify the relevant purpose, and describe the operation to be carried out. The implementation of any such additional instruction shall be subject to the prior issuance of a quotation accepted by the Client, where it exceeds CONSTELLIA's obligations under the Agreement.

CONSTELLIA undertakes to inform the Client, by any means, within five (5) days of becoming aware of any instruction that it considers to be in violation of the Applicable Regulations. CONSTELLIA reserves the right not to execute any instruction that it reasonably believes would breach such regulations.

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

1.4. Unless otherwise required by applicable law, and in accordance with the conditions set forth in the Agreement, CONSTELLIA shall delete all Personal Data and any copies thereof upon termination of the Service, under the conditions provided in the Agreement.

1.5. CONSTELLIA may be required to transfer Personal Data strictly for the purposes of performing the Agreement, subject to prior notification to the Client as described in Article 5 ("Subprocessing") of this Annex.

In all cases, CONSTELLIA shall not transfer Personal Data outside of:

the European Union, or
the European Economic Area, or
countries recognized by the European Commission as ensuring an adequate level of protection,

unless it has implemented appropriate transfer safeguards 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 applied by CONSTELLIA are detailed in a dedicated document, the most recent version of which is available to the Client upon request or on CONSTELLIA's website.

It is reminded that the Client remains responsible for the security and confidentiality of its own systems and access policy to the Service. The Client must ensure that its usage and configuration choices comply with the requirements of the Applicable Regulations.

CONSTELLIA shall not be responsible for the protection of Personal Data that is stored or transferred outside the Service by the Client or by CONSTELLIA upon the Client's instruction and beyond the scope of the Service.

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

Cooperation

CONSTELLIA undertakes to promptly inform the Client upon receipt of any request, inquiry, or complaint from an individual whose Personal Data is processed within the scope of the Agreement.

As the data controller, the Client (or, where applicable, its end clients) is solely responsible for responding to such individuals. CONSTELLIA shall not respond directly to any data subject requests.

Given the nature of the processing, CONSTELLIA shall, through appropriate technical and organizational measures and to the extent possible, provide the Client with the information in its possession 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 Regulations (including Article 28 of the GDPR), any information in its possession necessary for the Client to meet its obligations regarding data protection impact assessments (DPIAs) and prior consultations with the supervisory authority (CNIL) that may result.

Notification of Personal Data Breaches

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

CONSTELLIA shall provide the Client, as soon as possible after such notification and to the extent feasible, 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 affected;
a description of the likely consequences of the breach;
a description of the measures taken or proposed by CONSTELLIA to address the breach, including, where appropriate, measures to mitigate any possible adverse effects.