General Terms of Service (GTS)

Version: 01/01/2025

These General Terms of Service (hereinafter referred to as "GTS") are entered into by and between:

YANOVA, a limited liability company registered with the Trade and Companies Register of PAU under number 880 584 529, whose registered office is located at 2 rue de la Caserne, 64490 BEOUS (hereinafter referred to as "YANOVA"),
And any legal or natural person subscribing to YANOVA's Services (hereinafter referred to as the "CLIENT").

1. Definitions

Personal Data: Any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, notably by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more specific elements unique to their physical, physiological, genetic, psychological, economic, cultural, or social identity. (cf. GDPR).
Confidential Information: (i) Any information disclosed by YANOVA to the CLIENT within the scope of the Services provided by YANOVA, regardless of its nature or format, whether written or verbal; (ii) including, but not limited to, industrial, marketing, commercial, strategic, or financial information, as well as any data or elements subject to intellectual property protection – protected or protectable – or protection as trade secrets and/or know-how.
Services: Refers collectively or individually to the services specified in the Purchase Order, including access to and use of the LEGALYA software (hereinafter referred to as "LEGALYA") in SaaS mode, as well as any associated services (installation, configuration, support, consultancy, etc.).
Purchase Order: Specifies the Services, price, duration, conditions of access rights to the LEGALYA software (number of users, features, etc.), as well as the payment terms and delivery schedules approved by the CLIENT.
LEGALYA Software: Refers to the SaaS software platform provided for GDPR and AI-ACT compliance support (management of processing registers, requests, incidents, and AI, document management, task management, etc.).
Registration Form: Refers to the online form available on the website where the CLIENT selects their subscription plan, including subscription duration and payment terms. Using this form to register for the service, after accepting these GTS and General Terms of Use (GTU), is equivalent to a Purchase Order.

2. Purpose

The purpose of these GTS is to define the relationship between YANOVA and the CLIENT, and the terms applicable to any Service(s) provided by YANOVA, particularly access to and use of the LEGALYA software.

The CLIENT acknowledges that YANOVA will make its best efforts to comply with delivery dates and deadlines for the Services, without being bound by an obligation of result.

The CLIENT's signing of the Purchase Order constitutes unconditional acceptance of these GTS, which take precedence over any other general or specific terms not expressly approved by YANOVA.

YANOVA reserves the right to modify the GTS at any time, provided that the applicable terms will be those in effect on the date the CLIENT signs the Purchase Order.

3. Duration

The duration of the Services is specified in the Purchase Order or Registration Form and may be extended in the event of:

Delays or omissions caused by the CLIENT or third parties, particularly regarding the provision of accurate and complete information required for the Services.
Modifications or extensions to the assignment during execution.

YANOVA may terminate its engagement immediately and automatically in the event of:

Implementation by the CLIENT of manifestly unsuitable information processing solutions (following written notice from YANOVA).
Force majeure extending beyond two (2) months.
Non-payment of an undisputed invoice, despite a formal notice remaining unaddressed.

Without serious fault by YANOVA, the CLIENT may terminate the Services after the initial duration specified in the Purchase Order, subject to three (3) months' written notice.

In the event of gross negligence by YANOVA or unavailability of the LEGALYA software for at least five (5) consecutive days exclusively attributable to YANOVA, the CLIENT may request immediate termination of the services (already rendered Services remain payable).

4. Financial Terms

YANOVA reserves the right to adjust its prices at any time. However, the prices stated in the Purchase Order shall be the only ones applicable to the CLIENT for the duration specified in said Purchase Order.

Payment terms are detailed in the Purchase Order. In case of late or non-payment, statutory late payment interest and a fixed recovery fee of forty (40) euros will apply automatically.

If the CLIENT unilaterally terminates the engagement before its conclusion, they shall remain liable for fees for the period specified in the Purchase Order.

5. Confidentiality

YANOVA agrees not to disclose, use, or allow its personnel or subcontractors to use Confidential Information provided by the CLIENT, except for the execution of the Services, without prior written authorization from the CLIENT. YANOVA will take all necessary measures to ensure its protection.

6. Liability

Best Efforts Obligation: YANOVA's commitments constitute a best efforts obligation. YANOVA undertakes to execute the Services in accordance with industry standards and applicable laws and regulations.
Limitation: YANOVA's liability is limited to the total amount (excluding taxes) received by YANOVA over the six (6) months preceding the incident causing liability, up to a maximum of €50,000 (fifty thousand euros) including taxes, and exclusively for direct damages.
Exclusions: YANOVA cannot be held liable for:
- Indirect damages (loss of business, data, profits, etc.).
- Damages caused by CLIENT or third-party negligence or failure.
- Breaches caused by force majeure.

LEGALYA Software Specifics:

LEGALYA is designed for compliance operations in a specific technical environment. YANOVA disclaims liability for partial or total unavailability caused by obsolescence of third-party components (systems, infrastructure, etc.).
Significant increases in user numbers or data volume without prior notification to YANOVA may result in slower performance or malfunctions for which YANOVA cannot be held liable.
The CLIENT is solely responsible for sharing login details internally or externally and for the nature of data entered into LEGALYA.
YANOVA is not liable for cybersecurity incidents originating from third-party providers or force majeure events.

7. Intellectual Property

YANOVA owns the LEGALYA software and grants the CLIENT limited access rights as defined in the Purchase Order, based on the chosen subscription plan.

Software Evolution: CLIENT may request specific LEGALYA improvements. YANOVA retains ownership of all related concepts, methods, processes, and code.
CLIENT Data: The CLIENT owns the data entered into LEGALYA and may request its export at any time within a reasonable timeframe.
Restrictions: Without written consent, the CLIENT may not reproduce, modify, distribute, or develop similar software using any components of LEGALYA.
Software Confidentiality: YANOVA will not disclose CLIENT data, and reciprocally, the CLIENT will not disclose any structural or methodological details about LEGALYA.

8. Personal Data

Applicable Laws: The GDPR (EU Regulation 2016/679) and French Data Protection Act apply to Personal Data processed within the Services.
Roles: YANOVA acts as a Processor for the CLIENT (Controller), processing Personal Data entered into LEGALYA.
Instructions: YANOVA processes Personal Data only on the CLIENT's instructions unless legally required otherwise.
Sensitive Data: LEGALYA is not designed to store health or sensitive data unnecessary for GDPR/AI-ACT compliance. The CLIENT assumes full responsibility for any inappropriate data storage.
Security: YANOVA implements appropriate technical and organizational measures to protect Personal Data.
Subcontractors: CLIENT authorizes YANOVA to use subcontractors, provided they meet equivalent data protection obligations.

9. Assignability – Subcontracting

YANOVA reserves the right to assign or subcontract all or part of the Services to qualified third parties meeting confidentiality standards. The CLIENT will be informed accordingly.

10. Non-Solicitation

The CLIENT agrees not to solicit or hire YANOVA employees involved in the Services during the engagement and for one year thereafter. Breach of this clause will result in compensation equal to one year's gross salary of the individual concerned.

11. Governing Law and Jurisdiction

These GTS are governed by French law. Any disputes will be submitted to the competent courts in the jurisdiction of YANOVA's registered office.

RGPD – Exercendo os seus direitos GENERAL TERMS OF USE (GTU)