An AI project?

Terms and conditions of sale

Article 1 - Purpose and scope

These general terms and conditions of sale govern all contractual relations between Gorillias, hereinafter referred to as "the Service Provider", and its professional customers, hereinafter referred to as "the Customer", in connection with the supply of artificial intelligence solutions dedicated to digital marketing. All orders for services imply full acceptance of these general terms and conditions of sale, which take precedence over any other document.

Article 2 - Services

The Service Provider develops and markets generative artificial intelligence solutions specially designed to optimize digital marketing strategies. These solutions include the development of intelligent conversational agents, predictive analysis of consumer behavior, marketing process automation, and personalized content generation. The exact scope of services will be defined in a separate contractual document.

Article 3 - Mutual obligations

The Service Provider undertakes to use all necessary means to carry out the contractual services. It will appoint a project manager who will be the Customer's main contact and will ensure the technical and operational follow-up of the project. The Service Provider guarantees to maintain the skills of its team and to keep a continuous technological watch.

The customer undertakes to appoint a single contact person with the necessary skills and authority to take all decisions relating to the performance of the contract. He/she will provide the information and elements required for the performance of the services in good time, and will participate actively in follow-up meetings.

Article 4 - Loyal collaboration

The parties undertake to cooperate actively and regularly. This collaboration will take the form of transparent exchanges of information, regular communication on the progress of the project, and a joint search for solutions in the event of difficulties. The parties undertake to maintain a relationship of trust throughout the performance of the contract.

Article 5 - Confidentiality

The parties mutually undertake to maintain total confidentiality with regard to all information to which they may have access in the performance of the present contract. All technical, commercial, financial or strategic information is considered confidential. This obligation of confidentiality will continue for a period of five years after the end of the contract.

Article 6 - Prices and invoicing

Prices are quoted in euros, exclusive of VAT at the current rate. Invoicing is carried out according to the following schedule: 40% on order, 40% mid-project, and 20% on final delivery.

Invoices are payable within 30 days of the invoice date. Any delay in payment will result in the application of penalties calculated at the legal interest rate plus 10 points.

Article 7 - Intellectual property

The Service Provider retains the intellectual property rights to the generic developments of its solution. The customer becomes the owner of the specific developments made for its needs once the services have been paid for in full. The rights granted include the right to use, modify and evolve the specific developments.

Article 8 - Data protection

The Service Provider undertakes to comply with the regulations in force applicable to the processing of personal data, in particular the RGPD. It will implement appropriate technical and organizational measures to guarantee the security of processed data. A processing register will be kept up to date and regular audits will be carried out.

Article 9 - Project governance

Project governance is organized around a monthly steering committee and a weekly operational committee.

The steering committee will validate strategic orientations and arbitrate any sticking points. The operational committee will ensure day-to-day project monitoring and team coordination.

Article 10 - Reversibility

In the event of termination of the contractual relationship, the Service Provider undertakes to assist the Customer in migrating data and transferring skills to a new service provider. This reversibility service will be the subject of a detailed plan and specific invoicing.

Article 11 - Non-solicitation

Each party expressly waives the right to hire or employ, directly or indirectly, any of the other party's employees for the duration of the contract and for twelve months following its termination.

Article 12 - Applicable law and jurisdiction

These terms and conditions of sale are governed by French law. Any dispute relating to their interpretation or execution shall fall within the exclusive jurisdiction of the Commercial Court of Nanterre.

Article 13 - Upgrade maintenance

13.1 Definition and scope

Upgrade maintenance covers all functional and technical improvements to the solutions developed by the Service Provider. The aim of this maintenance is to ensure that the system continues to evolve in line with technological advances in the artificial intelligence sector.

13.2 Nature of Services

The Service Provider undertakes to perform the following services as part of the upgrade maintenance:

  • The development and integration of new functionalities to enhance the capabilities of the existing solution.
  • Prompt optimization to improve performance and accuracy.
  • Adapting user interfaces based on feedback.
  • Integration of new technologies and market standards.

13.3 Terms of performance

The Service Provider will draw up a quarterly roadmap detailing planned developments. These evolutions will be classified according to three levels of priority: critical, important and desirable. Each change will be the subject of detailed technical documentation and a test phase before being put into production.

13.4 Financial conditions

Upgrade maintenance is subject to an annual fee invoiced monthly. This fee covers a contractually-defined annual volume of upgrade days. Any request for additional upgrades will be subject to additional invoicing at current rates.

13.5 Version warranty

The Service Provider undertakes to maintain the compatibility of developments with major versions of operating systems and browsers for a minimum period of 24 months. Six months' notice must be given before discontinuing support for a version.

13.6 Ownership of Evolutions

Generic developments of the solution remain the exclusive property of the Service Provider. Specific developments carried out at the Customer's request are subject to the intellectual property rights defined in article 7.

13.7 Validation procedure

Each major upgrade will be subject to a validation procedure, including an acceptance phase in a dedicated test environment. The customer will have ten working days to validate the changes before they are put into production.

13.8 Earnings commitment

The Service Provider commits to measurable performance indicators, defined jointly with the Customer. These indicators will be monitored on a monthly basis and will be a condition of the maintenance contract.

13.9 Reversibility of Evolutions

In the event of a major malfunction of an upgrade, the Service Provider undertakes to restore the previous stable version of the system within a maximum of four working hours.

13.10 Continuing education

The Service Provider is responsible for training users in the new functionalities deployed as part of the upgrade maintenance. This training will take the form of face-to-face sessions or e-learning modules, depending on the complexity of the changes.