Terms and Conditions of Sale

Preamble

Crosstensor SAS, registered with the Lille Trade and Companies Register under SIREN number 109,417,154, with its registered office at 177 Allée Clémentine Deman, Avenue de Bretagne, 59000 Lille, France ("Crosstensor"), publishes and operates the Crosstensor Platform.

These Terms and Conditions of Sale (the "T&Cs") govern the contractual relationship between Crosstensor and any person, individual or corporate, subscribing to the Crosstensor Platform offer (the "Client"), whether that Client acts for professional purposes or, in the case of an individual, as a consumer within the meaning of the French Consumer Code (the "Consumer"). They apply to the exclusion of any other terms, in particular any that may appear in the Client's own documents. Certain provisions of these T&Cs, identified as such, apply only to Clients acting for professional purposes, to the exclusion of Consumers, for whom the mandatory provisions of the Consumer Code prevail.

The Client's employees' individual use of the Service is governed by the Terms of Use (CGU), which the Client undertakes to bring to the attention of its Users. The processing of personal data passing through the Service is governed by the Data Processing Agreement (DPA), appended to these T&Cs and automatically applicable to any subscription. Where the Client is an individual subscribing for their own use, they simultaneously hold the status of Client under these T&Cs and of User under the CGU, which apply to them automatically.

Article 1 : Definitions

"Service": Crosstensor Platform, comprising the Toolbox, the Gateway, and Guard, as described in Article 2.

"Consumer": any Client, an individual, acting for purposes outside their commercial, industrial, craft, liberal, or agricultural activity, within the meaning of the preliminary article of the French Consumer Code.

"Client": any person, individual or corporate, acting for professional purposes or, in the case of an individual, as a Consumer, having subscribed to the Service under these T&Cs.

"User": any individual to whom the Client grants access to the Service, under the terms of the CGU.

"Contract": the contractual package formed by the order form or online subscription, these T&Cs, the DPA, and, where applicable, any Special Conditions.

"Credit": the Service's unit of account, whose acquisition and debit regime is defined in Article 6.

Article 2 : Purpose and description of the Service

Crosstensor Platform is an artificial intelligence infrastructure platform enabling the Client to deploy and govern AI usage within its organization, structured around three building blocks:

• Toolbox: user interface giving access to the AI assistants and tools configured by the Client.
• Gateway: static or dynamic routing gateway to the AI model providers authorized by the Client.
• Guard: sensitive-data detection and anonymization module, made available to facilitate control of flows, under the terms of Article 4.

The Service is provided in hosted mode (SaaS/PaaS), with production infrastructure operated from France or the European Union.

Article 3 : Subscription and operation of the Service

3.1 Subscription. The Client subscribes to the Service via an online subscription or an order form, for the monthly subscription amount it freely determines, under the conditions of Article 6. Subscribing constitutes acceptance of these T&Cs and the DPA, and commits the Client to bringing the CGU to the attention of its Users.

3.2 Access to AI Model Providers. Crosstensor operates access to AI Model Providers on behalf of the Client, under the pricing terms of Article 6.2 (the "Broker" layer). The Client selects, from the available catalog, the Providers authorized for its organization, including the option to restrict this choice to Providers operating exclusively within the European Union. Failing an explicit selection for a given interaction, the Gateway may use a dynamic routing engine, relying in particular on an artificial intelligence model proprietary to Crosstensor, to automatically direct the request to the Provider and model best suited in terms of relevance and cost. Like any artificial intelligence system, this routing engine may occasionally direct a request to a suboptimal choice; the guarantees applicable to Outputs, defined in Article 12.1, apply regardless of the selection method used.

3.3 Right of withdrawal. This article applies only to a Client acting as a Consumer. In accordance with Article L. 221-18 of the Consumer Code, the Consumer generally has a period of fourteen (14) days from the date of subscription to exercise their right of withdrawal, without having to justify their decision.

In accordance with Article L. 221-28, 1° of the Consumer Code, this right cannot, however, be exercised once performance of the Service has begun with the Consumer's prior express consent, and the Consumer has expressly acknowledged losing their right of withdrawal once such performance has begun. Subscribing to the Service triggers, at the time of payment, a separate checkbox by which the Consumer (i) expressly requests that performance of the Service begin immediately, without waiting for the withdrawal period to expire, and (ii) expressly acknowledges losing their right of withdrawal once the corresponding Credits have been allocated to their account.

Absent this checkbox being ticked, the Service is not activated and Credits are not allocated until the withdrawal period has expired or the Consumer has confirmed their express consent. Once this consent has been obtained and Credits allocated, the Consumer may not claim a refund under the right of withdrawal.

Article 4 : Guard and the Client's responsibility for data transmitted

Guard is a tool made available to the Client to facilitate the detection and anonymization of sensitive data before it is transmitted to an AI Model Provider. It does not replace the Client in determining what may be transmitted via the Service. The Client remains solely responsible for the data and Content that it, or its Users, choose to submit to the Service, including when Guard is disabled or only partially configured.

Article 5 : Ownership of content, outputs, and non-use for training purposes

The Client retains all rights to the Content it submits to the Service and to the Outputs produced in response. Crosstensor claims no ownership rights over these elements and does not use them, nor permit their use by a third party, for the purpose of training, fine-tuning, or improving artificial intelligence models.

Article 6 : Billing architecture

6.1 The Credit. Billing for the Service is expressed in Credits. The Credit plays two distinct roles: a purchase price, which decreases with the subscription tier, and a debit rate, which is fixed regardless of tier. At the entry tier, €1 buys 1,000 Credits, i.e. 1 Credit = €0.001 excl. tax. This is the non-decreasing reference value applied to every debit, regardless of the tier at which the Credits were acquired.

6.2 The two debit layers. Action fees: each type of action (message, web search, import, scan, classification, memory, etc.) carries a fixed cost in Credits, independent of the pricing tier. Resale of external resources: compute actually consumed (tokens, images, search, documents, cache) is re-billed at cost, plus a markup specific to each resource type, set at Crosstensor's discretion. The Client can track its Credit consumption and usage at any time from its dashboard, and retains control over its subscription amount and, where applicable, the purchase of top-up Credits.

6.3 Top-up Credits and overage. The Client may purchase top-up Credits at any time, at a less favorable rate than subscription Credits and without volume discounts. In the event the monthly allowance is exceeded, the Client is automatically alerted and independently chooses between consuming top-up Credits, adjusting its subscription, or suspending interactions until top-up.

Subscription Credits not consumed by the end of the month are not carried over to the following month and are lost at the end of each monthly cycle. Top-up Credits are valid for 12 months from their date of purchase, after which they are lost.

6.4 Commitment. The subscription is, by default, commitment-free, and may be cancelled or modified at any time: an increase takes effect immediately, a decrease at the next cycle. An optional annual commitment gives entitlement to a pricing advantage, for the same volume of Credits.

Article 7 : Billing and payment

The Service is offered as a prepaid monthly subscription. The amount determined by the Client under Article 6 is charged by credit card on the date of subscription, then on each monthly anniversary date (for example, a subscription on the 5th of the month results in renewal on the 5th of each following month), unless cancelled or modified beforehand under Articles 6.4 and 8.

Payment is due immediately and is a condition for the allocation of the corresponding Credits: the Service is activated or renewed only upon actual receipt of payment. In the event of a failed charge, Crosstensor may suspend access to the Service until the situation is resolved.

Billing terms applicable to Enterprise Clients accessing the Service on a quoted basis (Article 6.1) may differ from those described in this article and are specified, where applicable, in their own Special Conditions, in particular in the case of deferred billing, in which case late-payment penalties and the flat-rate recovery indemnity provided for in Article L.441-10 of the Commercial Code apply automatically. This deferred billing regime applies only to Clients acting for professional purposes; a Consumer remains, in all cases, subject to the immediate payment described above.

Article 8 : Term, termination, and fate of data

The Contract is entered into for an indefinite term from the date of subscription. It may be terminated at any time by the Client from the back office, with effect at the end of the current billing cycle, unless an annual commitment is in progress under Article 6.4.

The fate of the Client's data upon termination of the Contract is governed by the DPA: deletion or return of data at the Client's choice, with a default deletion period of 90 days after termination or expiry of the Contract, unless otherwise instructed before the end of the Contract.

Crosstensor may suspend or terminate the Contract, without notice, in the event of a serious breach by the Client of these T&Cs, in particular in the event of unpaid amounts not remedied after a formal notice has gone unanswered, or a serious breach of the obligations of Article 4 (use of Guard) or Article 3 of the CGU (acceptable use). The data retention period set out in the preceding paragraph (90 days) remains applicable in this case, unless the Client expressly requests otherwise.

Article 9 : Protection of personal data

The processing of personal data that the Client passes through the Service is governed by the Data Processing Agreement (DPA), which constitutes a contractual annex to these T&Cs and forms an integral part of them. The processing of the Client's own personal data (billing contacts, administrator accounts) is described in the Privacy Policy.

Article 10 : Regulatory compliance

In accordance with Article 50 of Regulation (EU) 2024/1689 (AI Act), the Client is informed that the Service constitutes an interface for interacting with artificial intelligence systems, and that Outputs produced include, where the format allows, a technical marking enabling their generative origin to be identified.

Article 11 : Intellectual property of the platform

The Service, its architecture, source code, interfaces, documentation, and the Crosstensor trademark remain the exclusive property of Crosstensor or its licensors. These T&Cs do not transfer any intellectual property rights to the Client, other than a non-exclusive, non-transferable right of use, limited to the duration of the Contract.

Article 12 : Warranties and limitation of liability

12.1 Warranties. Crosstensor implements reasonable means to ensure the availability, security, and compliance of the Service with the commitments described in the Contract. Crosstensor does not guarantee the accuracy, completeness, or relevance of Outputs produced by the AI models accessible via the Service, whose operation does not depend exclusively on Crosstensor. It is the Client's responsibility to exercise reasonable oversight over the use made of Outputs, particularly for any decision with significant consequences.

12.2 Limitation of liability. This Article 12.2 applies exclusively to a Client acting for professional purposes. Subject to the provisions of this article, Crosstensor's cumulative liability under the Contract, for all damages combined, is capped at an amount equal to the sums actually paid by the Client under its recurring subscription over the six (6) months preceding the event giving rise to the damage, excluding sums paid for the purchase of top-up Credits.

This cap does not apply in the event of gross or intentional misconduct by Crosstensor, bodily injury, infringement of a third party's intellectual property rights, or breach of the confidentiality obligations set out in the Contract, for which Crosstensor's liability remains engaged under ordinary law.

Subject to the above, Crosstensor's liability shall not be engaged for indirect damages, such as loss of opportunity, loss of operation, or commercial or reputational harm.

With respect to the Consumer, the limitations set out in this Article 12.2 do not apply; Crosstensor's liability is engaged under ordinary law and in accordance with the mandatory provisions of the Consumer Code.

Article 13 : Force majeure

Neither Party may be held liable to the other for failure to perform its obligations resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code, in particular prolonged unavailability attributable to an AI Model Provider or an infrastructure provider beyond Crosstensor's reasonable control.

Article 14 : Modification of the T&Cs

Crosstensor may modify these T&Cs, notably to reflect the evolution of the Service, its pricing model, or applicable regulations. Any substantial modification is notified to the Client with reasonable notice before it takes effect. The Client then has the option to terminate the Contract under the conditions of Article 8, without penalty, if it does not accept the modification.

Article 15 : General provisions

If any provision of these T&Cs is declared void, unlawful, or unenforceable, such nullity shall not affect the validity of the remaining provisions, which remain fully applicable.

These T&Cs, the DPA, the CGU, and any Special Conditions applicable to the Client form the entire agreement between the Parties on its subject matter. In the event of a conflict between these documents, the order of priority is as follows: (i) any Special Conditions applicable to the Client, where applicable, (ii) these T&Cs, (iii) the DPA, (iv) the CGU, (v) the Privacy Policy, which is informational and not contractual.

Article 16 : Applicable law and jurisdiction

These T&Cs are governed by French law. With respect to a Client acting for professional purposes, failing an amicable resolution, any dispute relating to their validity, interpretation, or performance falls within the exclusive jurisdiction of the Lille Métropole Commercial Court, including in the event of multiple defendants or third-party proceedings, subject to any mandatory jurisdiction rules.

With respect to the Consumer, this jurisdiction clause does not apply; the Consumer may bring proceedings either before the court of the place where the defendant resided, or that of the place where the Consumer themselves resided at the time the Contract was entered into or the harmful event occurred, in accordance with Article R. 631-3 of the Consumer Code.

End of document