General Terms and Conditions of Sale and Services

1. Identification of the Provider

The Elevia service (hereinafter the “Service”) is published and provided by:

Wabam, a French simplified single-shareholder joint-stock company (SASU) with share capital of €1,000, registered with the Versailles Trade and Companies Register under number 948 378 955, whose registered office is located at 1 B rue Raymond Greban, 78100 Saint-Germain-en-Laye, France.

• Intra-EU VAT number: FR01948378955
• President and publication director: Raphaël Ghikh
• Contact: [email protected]

(hereinafter the “Provider” or “Elevia”)

2. Definitions

• “Terms”: these General Terms and Conditions of Sale and Services, their appendices and their successive versions.
• “Customer”: any natural or legal person acting for professional purposes who has taken out a Subscription to the Service.
• “User”: any natural person authorized by the Customer to access the Service under the Customer's account (executive, employee, team member or contractor of the Customer).
• “End User”: any client or contact of the Customer who accesses the client portal made available by the Customer through the Service, without a subscription of their own.
• “Subscription”: the paid subscription to a pricing plan of the Service, for the term and scope chosen by the Customer.
• “Service”: the Elevia SaaS platform, accessible online, including in particular features for customer relationship management, sales proposals, project management, creative feedback collection, client portal, invoicing and payment, as described on the elevia.io website.
• “Customer Data”: all data, files, content and information imported, entered or generated by the Customer, its Users or its End Users in connection with the use of the Service.
• “Documentation”: the functional documentation of the Service made available online.

3. Purpose and scope

3.1. The purpose of these Terms is to set out the conditions under which Elevia provides the Service to the Customer, as well as the respective rights and obligations of the parties.

3.2. Service reserved for professionals. The Service is intended exclusively for professionals, whether natural or legal persons, acting in the course of their commercial, industrial, craft, liberal-profession or agricultural activity. By subscribing, the Customer represents and warrants that it is acting for purposes within the scope of its professional activity. Accordingly, the provisions of the French Consumer Code, in particular those relating to the right of withdrawal and consumer mediation, do not apply.

3.3. Elevia may ask the Customer for any proof of its professional status (SIREN/SIRET number, intra-EU VAT number or foreign equivalent) and may suspend access to the Service in the event of a false declaration.

3.4. Taking out a Subscription constitutes full and complete acceptance of these Terms, evidenced by a checkbox at the time of subscription. These Terms prevail over any other document of the Customer, in particular its own general terms and conditions of purchase, in accordance with article L441-1 of the French Commercial Code.

3.5. Contractual hierarchy. In the event of any conflict, the documents prevail in the following order: (1) any specific terms signed between the parties, (2) these Terms, (3) the “Data Processing Agreement” (DPA) Appendix, (4) the Documentation.

4. Account and subscription

4.1. Account creation. Access to the Service requires the creation of an account. The Customer undertakes to provide accurate, complete and up-to-date information and to keep it so. Login credentials are strictly personal; the Customer is responsible for keeping them confidential and for all activity carried out from its account and those of its Users.

4.2. Authority. The natural person who creates the account represents that they have the authority to bind the Customer.

4.3. Trial period. Elevia may offer a free trial period, with no commitment and without requiring a payment method. At the end of the trial period, unless a paid Subscription is taken out, access to the Service is restricted or suspended, with no automatic conversion to a paid subscription. Customer Data is retained for thirty (30) days after the end of the trial to allow a later subscription or an export, and is then deleted.

5. Description of the Service and changes

5.1. The Service is provided on a SaaS basis, accessible via the Internet, with no local installation. The functional scope of each plan is described on the pricing page of the elevia.io website on the date of subscription.

5.2. Changes. The Service evolves continuously. Elevia may add, modify, replace or remove features at any time, in particular to improve the Service, ensure its security or take technical or regulatory constraints into account. Elevia informs the Customer, by email or through the Service, of any substantial change affecting an essential feature of the subscribed plan. The Customer may terminate its Subscription under the conditions of article 7.2; the current billing period remains payable.

5.3. Prerequisites. The Customer is responsible for having Internet access and an up-to-date browser. The related costs are borne by the Customer.

6. Financial terms

6.1. Prices. Subscription prices are those displayed on the pricing page of the elevia.io website on the date of subscription or renewal. They are expressed in euros, excluding taxes. Any period that has begun is payable in full.

6.2. Taxes.

• For Customers established in France: French VAT at the applicable rate is added to prices excluding VAT.
• For taxable Customers established in another Member State of the European Union that have provided a valid intra-EU VAT number: reverse charge by the recipient (article 196 of Directive 2006/112/EC); the invoice is issued without French VAT.
• For Customers established outside the European Union: the service falls outside the scope of French VAT; the Customer is responsible for any tax, withholding tax or reporting obligation applicable in its country. Any payment due to Elevia is understood to be net of any withholding.

6.3. Invoicing and payment. Subscriptions are payable in advance, monthly or annually depending on the billing frequency chosen, by automatic debit from the registered payment method (bank card or SEPA through our payment service provider). Invoices are issued electronically and made available in the customer area, which the Customer expressly accepts.

6.4. Payment default. If a debit fails, Elevia notifies the Customer and may immediately suspend access to the Service until the situation is remedied. As from such notification:

• late payment penalties are due automatically, without prior formal notice, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, calculated on the amounts due including VAT;
• a fixed collection fee of forty (40) euros is due automatically per unpaid invoice (articles L441-10 and D441-5 of the French Commercial Code), without prejudice to additional compensation upon proof;
• if the situation is not remedied within thirty (30) days of the notification, Elevia may terminate the Subscription and delete the account and the Customer Data, the amounts due remaining payable. This deletion does not apply to data whose retention is required by law.

6.5. Price revisions. Elevia may change its prices. Any change applicable to an ongoing Subscription is notified to the Customer at least thirty (30) days before it takes effect. The Customer may refuse the change by terminating its Subscription before that date; otherwise, the new price applies from the next renewal. Price changes never apply retroactively to a period already paid.

6.6. Refunds. Unless otherwise required by a mandatory legal provision or expressly provided otherwise herein, amounts paid are non-refundable, including where the Customer terminates before the end of the current billing period.

7. Term, renewal and termination

7.1. Term. The Subscription is entered into for the chosen term (monthly or annual) and renews automatically for identical periods unless terminated.

7.2. Termination by the Customer. The Customer may terminate at any time, without cause or charge, from its customer area. Termination takes effect at the end of the current billing period, which remains payable.

7.3. Termination by Elevia for breach. In the event of a serious breach by the Customer of these Terms (in particular articles 6.4, 9 and 10) that is not remedied within fifteen (15) days of a formal notice given in writing (email being deemed a writing), Elevia may terminate the Subscription automatically, without prejudice to any damages. In the event of a breach that makes continuation of the contract impossible (fraud, breach of the Service's security, unlawful use), termination may take place without notice.

7.4. Discontinuation of the Service. If Elevia decides to permanently stop marketing the Service, it will inform the Customer with at least ninety (90) days' notice and will refund, on a pro rata basis, any amounts paid in advance for the period after discontinuation.

8. Reversibility and treatment of Customer Data

8.1. Ownership. Customer Data remains the exclusive property of the Customer. Elevia claims no rights to it beyond the limited license set out in article 11.3.

8.2. Export during the contract. The Customer may export its Customer Data at any time using the features of the Service, in commonly used structured formats (in particular CSV, PDF, or equivalents depending on the type of data).

8.3. Post-termination reversibility. As from the effective date of termination, the Customer has thirty (30) days to export its Customer Data. During this period, the account is accessible in read-only mode. Upon request made through the built-in support, Elevia provides reasonable assistance with the export; extended assistance (specific migration) may be invoiced on a time-spent basis according to a quote. This period does not apply to deletion following a payment default under the conditions of article 6.4, as the Customer will have had thirty (30) days from the notification to remedy its situation and export its data.

8.4. Deletion. At the end of the thirty (30) day period provided for in article 8.3, Customer Data is deleted from production systems and backups. By way of exception, Elevia retains the data strictly necessary to comply with its legal and accounting obligations (in particular invoices and supporting documents, retained for ten (10) years in accordance with article L123-22 of the French Commercial Code) and for the establishment, exercise or defense of legal claims, for the applicable limitation periods.

9. Acceptable use

9.1. The Customer undertakes, on its own behalf and on behalf of its Users, to:

• use the Service in accordance with applicable laws and regulations and with these Terms;
• not share login credentials among several natural persons or circumvent the limits of the subscribed plan;
• not store or distribute through the Service any content that is unlawful, infringing, defamatory or that violates the rights of third parties;
• not introduce viruses or malicious code, not attempt to gain unauthorized access to Elevia's systems or to other customers' data, and not disrupt the infrastructure;
• not use unauthorized automated means (bots, scraping) on the Service;
• not decompile, disassemble or attempt to access the source code of the Service, except in the cases strictly authorized by article L122-6-1 of the French Intellectual Property Code;
• not use the Service to develop a competing product or service, or carry out load or penetration testing without prior written consent.

9.2. Users and End Users. The Customer is solely responsible for the access it grants to its Users and End Users, for the content they submit and for their compliance with these Terms. The Customer warrants that it holds all necessary rights and authorizations over the Customer Data, including the personal data of its own clients and contacts.

9.3. Sending features. When the Customer uses features for sending emails or communications from the Service, it undertakes to comply with the applicable regulations on direct marketing (in particular article L34-5 of the French Postal and Electronic Communications Code and the GDPR) and with anti-spam best practices. Elevia may suspend sending capabilities in the event of reported or observed abuse.

10. Suspension

Elevia may suspend access to the Service, in whole or in part: (a) in the event of a payment default under the conditions of article 6.4; (b) in the event of a serious violation of article 9, immediately if the security of the Service, other customers or third parties so requires, otherwise after a notification that has remained without effect for 48 hours; (c) upon order of an administrative or judicial authority. Suspension does not relieve the Customer of payment of the amounts due and, when justified, gives no right to any compensation.

11. Intellectual property

11.1. Elevia's property. The Service, its structure, code, interfaces, Documentation, trademarks and logos are and remain the exclusive property of Wabam or its licensors. Nothing in these Terms entails any assignment of intellectual property rights to the Customer.

11.2. License to use. Elevia grants the Customer, for the term of the Subscription, a personal, non-exclusive, non-transferable and non-sublicensable right (except for access by its Users and End Users in accordance with these Terms) to access and use the Service for its own professional needs, within the limits of the subscribed plan.

11.3. License over Customer Data. The Customer grants Elevia, for the term of the contract and solely for the purposes of its performance, a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, transmit and process the Customer Data, strictly to the extent necessary for the provision, security, maintenance and improvement of the Service. Elevia does not sell Customer Data and does not use it to train general-purpose artificial intelligence models without the Customer's separate consent.

11.4. Aggregated statistics. Elevia may compile aggregated and anonymized usage statistics, which do not allow the identification of the Customer or of any person, for the purposes of improving the Service and for its communications.

11.5. Suggestions. Ideas, suggestions and feedback communicated by the Customer about the Service may be freely used by Elevia, without obligation or compensation.

12. Personal data

12.1. Each party undertakes to comply with the applicable regulations on personal data protection, in particular Regulation (EU) 2016/679 (the “GDPR”) and French Law No. 78-17 of January 6, 1978, as amended.

12.2. Two distinct roles.

• For the account data of the Customer and its Users (identification, billing, usage, support), Elevia acts as data controller, under the conditions described in its Privacy Policy.
• For Customer Data containing personal data (CRM contacts, End Users, project content), Elevia acts as data processor within the meaning of article 28 of the GDPR, on behalf of the Customer as data controller. This processing is governed by Appendix 1: Data Processing Agreement (DPA), which forms an integral part of these Terms.

12.3. Transfers outside the EU. Where transfers of personal data outside the European Economic Area are necessary (in particular to certain sub-processors listed in the DPA), they are subject to appropriate safeguards within the meaning of Chapter V of the GDPR (adequacy decision or standard contractual clauses of the European Commission).

13. Service levels, maintenance and support

13.1. Availability. Elevia endeavors to make the Service available 24 hours a day, 7 days a week, under an obligation of means (best efforts), without guaranteeing absolute continuity.

13.2. Maintenance. Scheduled maintenance is, as far as possible, carried out outside French business hours and announced in advance. Urgent maintenance may take place without notice where the security or integrity of the Service so requires.

13.3. Support. Support is available exclusively through the ticketing tool built into the Service, Monday to Friday, from 9 a.m. to 6 p.m., excluding public holidays in France. Elevia endeavors to respond within a reasonable time, prioritized according to the severity of the incident. Any support levels that differ by plan are described on the pricing page.

13.4. Backups. Customer Data is backed up regularly. Backups are intended for Elevia's business continuity and do not relieve the Customer of the need to export the data it considers critical.

14. Warranties and liability

14.1. Obligation of means. Elevia undertakes to provide the Service diligently and in accordance with industry standards, under a general obligation of means (best efforts). Elevia does not warrant that the Service will be free of any defect or that it will meet a specific need of the Customer; it is the Customer's responsibility to verify, in particular during the trial period, that the Service is suited to its needs.

14.2. Role as a tool. The Service is a management tool. The Customer remains solely responsible for its business decisions, its accounting, tax and reporting obligations, the compliance of its invoices and its relationships with its own clients. Elevia does not act as a chartered accountant, legal or tax advisor, or payment institution (payments being processed by licensed providers).

14.3. Cap. Elevia's total aggregate liability under the contract, for all causes combined, is limited to the amount excluding taxes actually paid by the Customer for the Subscription during the six (6) months preceding the event giving rise to liability.

14.4. Excluded damages. Elevia is not liable for indirect damages, including in particular loss of revenue, profit, customers, business opportunity or reputation, or for losses resulting from the loss or corruption of data that the Customer did not export while the feature was available.

14.5. Exceptions. The limitations and exclusions in articles 14.3 and 14.4 do not apply: (a) in the event of fraud or gross negligence by Elevia; (b) to personal injury; (c) to any liability that cannot be limited or excluded under a mandatory legal provision.

14.6. Limitation period. Any action by the Customer under the contract is time-barred after one (1) year from the day on which the Customer knew or should have known of the facts enabling it to bring such action, within the limits permitted by article 2254 of the French Civil Code.

14.7. Indemnification by the Customer. The Customer shall hold Elevia harmless against any third-party claim (including from End Users or authorities) based on the Customer Data, on the Customer's use of the Service in breach of these Terms or the law, or on the Customer's infringement of third-party rights, and shall indemnify Elevia for all resulting damages, costs and reasonable fees, provided that Elevia notifies the claim without delay and allows the Customer to conduct its defense.

15. Third-party services

The Service interconnects with third-party services (in particular payment service providers, design tools, messaging services). The use of these services is subject to their own terms, which the Customer accepts directly with the third parties concerned. Elevia is not responsible for the availability, changes or decisions of these third parties (including the suspension of a Customer account with a third party); if an integration is broken due to a third party, Elevia will endeavor to offer a reasonable alternative solution, without this constituting an obligation of result.

16. Force majeure

Neither party will be liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code, including in particular: natural disaster, fire, armed conflict, act of terrorism, epidemic, administrative decision, widespread failure of electricity or telecommunications networks, massive cyberattack of exceptional scale. Obligations are suspended for the duration of the event. If the impediment exceeds sixty (60) days, either party may terminate automatically, with the amounts corresponding to the unperformed period being refunded on a pro rata basis.

17. Confidentiality

Each party undertakes to keep confidential the non-public information of the other party of which it becomes aware in connection with the contract, for its term and five (5) years after its end, and to use such information only for the performance of the contract. Information is not confidential if it has fallen into the public domain through no fault of the receiving party, was already lawfully known, or must be disclosed by law or by an authority (in which case the party concerned informs the other to the extent permitted).

18. Commercial references

Unless the Customer objects in writing, at any time, at [email protected], Elevia is authorized to mention the Customer's name and reproduce its logo as a commercial reference on its website and communication materials, excluding any disclosure of confidential information.

19. Evidence agreement

The registers, connection logs, timestamps and records kept in Elevia's information systems are binding between the parties, unless proven otherwise, in particular as regards acceptance of the Terms (checked box, version, date and time), actions carried out on the account and notifications sent. The parties acknowledge the validity of electronic documents and signatures in accordance with articles 1366 and 1367 of the French Civil Code.

20. Amendment of the Terms

Elevia may amend these Terms. Any substantial amendment is brought to the Customer's attention by email or through the Service before it takes effect. If the Customer refuses the amendment, it may terminate its Subscription under the conditions of article 7.2 before that date; the current billing period remains payable. Failing termination, continued use of the Service constitutes acceptance. Each version of the Terms is dated and archived.

21. International provisions, governing law and jurisdiction

21.1. Language. These Terms are drafted in French. Any translation is provided for convenience only; in the event of any discrepancy, the French version prevails.

21.2. Governing law. These Terms and any matter relating to their validity, interpretation or performance are governed by French law, excluding its conflict-of-laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

21.3. Amicable resolution. Before taking any legal action, the parties will endeavor to resolve their dispute amicably within thirty (30) days of its written notification.

21.4. COMPETENT JURISDICTION. ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THESE TERMS, INCLUDING SUMMARY, URGENT OR PROTECTIVE PROCEEDINGS AND EX PARTE APPLICATIONS, AND NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS FOR INDEMNITY, SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE ECONOMIC ACTIVITIES COURT / COMMERCIAL COURT OF VERSAILLES (FRANCE), INCLUDING FOR CUSTOMERS ESTABLISHED OUTSIDE FRANCE, SUBJECT TO ANY MANDATORY RULES TO THE CONTRARY.

22. General provisions

22.1. Entire agreement. These Terms and their appendices constitute the entire agreement between the parties with respect to the Service and supersede any prior agreement having the same purpose.

22.2. Severability. If any provision is declared null or unenforceable, it will be deemed unwritten without affecting the validity of the other provisions; the parties will, in good faith, replace it with a valid provision having equivalent effect.

22.3. No waiver. A party's failure to invoke a breach does not constitute a waiver of its right to invoke it later.

22.4. Assignment. The Customer may not assign the contract without Elevia's prior written consent. Elevia may assign or transfer the contract, in particular in the context of a reorganization, merger or sale of business, provided that it informs the Customer; in the event of an assignment to a non-affiliated third party resulting in a substantial change to the Service, article 20 applies.

22.5. Independence. The parties are independent contractors. These Terms create no agency, partnership or relationship of subordination.

22.6. Subcontracting. Elevia may freely use subcontractors to perform the Service, in compliance with Appendix 1 as regards personal data, and remains liable to the Customer for their acts.

23. Contact

For any question relating to these Terms: [email protected] or by mail: Wabam (Elevia), 1 B rue Raymond Greban, 78100 Saint-Germain-en-Laye, France.

# Appendix 1: Data Processing Agreement (DPA)

This data processing agreement (the “DPA”) is entered into pursuant to article 28 of the GDPR between the Customer, acting as data controller, and Wabam (Elevia), acting as data processor, for the processing of personal data contained in the Customer Data.

A1.1. Description of the processing

• Subject matter: hosting, storage, display, transmission and processing of Customer Data in connection with the provision of the Service.
• Duration: the term of the Subscription, plus the reversibility and deletion periods provided for in article 8 of the Terms.
• Nature and purposes: provision of the features of the Service (CRM, proposals, projects, creative feedback, client portal, invoicing, communications), support, security, backup.
• Categories of data: identification and contact data (last name, first name, email, phone, job title, company), commercial and contractual data (opportunities, quotes, invoices, communication history), project content and files, End Users' portal connection data. The Service is not designed to process special categories of data (article 9 GDPR); the Customer undertakes not to submit any.
• Data subjects: prospects, clients, contacts and partners of the Customer; Users and End Users.

A1.2. Obligations of Elevia (processor)

Elevia undertakes to:

1. process the data only on documented instructions from the Customer (the Terms, the Customer's configuration of the Service and its written requests constituting such instructions), unless required to do so by law, in which case Elevia informs the Customer before processing, unless legally prohibited from doing so;
2. ensure that persons authorized to process the data are bound by an appropriate obligation of confidentiality;
3. implement appropriate technical and organizational measures within the meaning of article 32 of the GDPR, described in article A1.5;
4. assist the Customer, to a reasonable extent and taking into account the nature of the processing, in responding to requests from data subjects to exercise their rights (access, rectification, erasure, restriction, portability, objection) that Elevia receives directly, by forwarding them to the Customer without responding itself unless instructed otherwise;
5. assist the Customer in complying with its obligations under articles 32 to 36 of the GDPR (security, breach notification, impact assessments), taking into account the information available to Elevia;
6. notify the Customer of any personal data breach without undue delay and no later than 48 hours after becoming aware of it, providing the information needed for notification to the supervisory authority;
7. at the end of the services, delete or return the data in accordance with article 8 of the Terms, and destroy existing copies subject to legal retention obligations;
8. make available to the Customer the information necessary to demonstrate compliance with this DPA and allow audits to be carried out, under the conditions of article A1.6;
9. maintain a record of the categories of processing activities carried out on behalf of the Customer (article 30.2 GDPR).

A1.3. Obligations of the Customer (controller)

The Customer warrants that it has a valid legal basis for each processing operation entrusted to Elevia, that it has provided data subjects with the required information (articles 13 and 14 GDPR), and that it uses the Service only for lawful processing. The Customer is solely responsible for the qualification of its own processing operations, for any impact assessments and for its relationships with the competent supervisory authorities.

A1.4. Sub-processors

The Customer gives general authorization for the use of the sub-processors listed below. Elevia will inform the Customer of any addition or replacement at least fifteen (15) days before it takes effect (by email or notification in the Service); the Customer may raise legitimate objections within this period. In the event of persistent disagreement, the Customer may terminate the Subscription under the conditions of article 20 of the Terms. Elevia imposes on each sub-processor obligations equivalent to those of this DPA and remains fully liable to the Customer for their performance.

List of sub-processors as of the date of this version:

A1.5. Security measures (article 32 GDPR)

Elevia implements in particular: encryption of data in transit (TLS) and at rest; logical separation of data by customer (multi-tenant architecture with record-level access controls); User authentication and role management; access logging; regular encrypted backups; restriction of internal access to what is strictly necessary; regular security updates of the infrastructure; an internal incident management procedure.

A1.6. Audits

Elevia responds to audit requests primarily by making available its security documentation and the attestations or certifications of its hosting providers. An on-site or in-depth audit may be carried out no more than once (1) per twelve (12) month period, with thirty (30) days' notice, at the Customer's expense, by the Customer or an independent third party that is not a competitor of Elevia and is bound by confidentiality, during business hours and without disrupting operations or compromising the confidentiality owed to other customers.

A1.7. Transfers outside the EU

Transfers to third countries mentioned in article A1.4 are governed by the standard contractual clauses of the European Commission (Decision 2021/914) and, where applicable, by an adequacy decision (in particular the EU-U.S. Data Privacy Framework for certified providers), supplemented where necessary by additional measures.

A1.8. Contact

For any question relating to data protection: [email protected].